Statement of Ownership (sc 13g)
May 17 2019 - 3:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
QUANTUM
COMPUTING INC.
(Exact
name of registrant as specified in its charter)
Common
Stock, par value $0.0001
(Title
of Class of Securities)
74766W108
(CUSIP
Number)
May
25, 2019
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
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The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the
Notes
).
SCHEDULE 13G
1
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Names of Reporting Persons
Peter A. Schultz
IRS Identification No. of Above Persons (Entities Only)
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2
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Check the appropriate box if a member of a Group (see instructions)
(a) ☐ (b) ☐
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
1,002,422
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6
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Shared Voting Power
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7
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Sole Dispositive Power
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,002,422
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10
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Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
☐
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11
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Percent of class represented by amount in row (9)
21.1%
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12
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Type of Reporting Person (See Instructions)
Individual
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Item
1.
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(a)
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Name
of Issuer: Quantum Computing Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices: 215 Depot Court SE, Leesburg, VA 20175
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Item
2.
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(a)
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Name
of Person Filing: Peter A. Schultz
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(b)
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Address
of Principal Business Office or, if None, Residence: 375 East Nevada St, Ashland, OR 97520
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(c)
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Citizenship:
United States
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(d)
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Title
and Class of Securities:
Common Stock, par value $0.0001
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Item
3.
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If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of
the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19)
of the Act;
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(d)
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☐
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Investment company registered under Section 8 of
the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☒
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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(a)
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Amount
Beneficially Owned: 1,002,422
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(b)
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Percent
of Class: 21.1%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: 1,002,422
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(ii)
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Shared
power to vote or to direct the vote:
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(iii)
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Sole
power to dispose or to direct the disposition of: 1,002,422
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(iv)
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Shared
power to dispose or to direct the disposition of:
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ☐.
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Item
6.
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Ownership
of more than Five Percent on Behalf of Another Person.
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Item
7.
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Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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Item
8.
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Identification
and classification of members of the group.
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Item
9.
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Notice
of Dissolution of Group.
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By signing below, I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2019
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By:
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/s/
Peter A. Schultz
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Name:
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Peter A. Schultz
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