Statement of Changes in Beneficial Ownership (4)
April 28 2014 - 5:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Forte Jeffrey D.
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2. Issuer Name
and
Ticker or Trading Symbol
Quest Resource Holding Corp
[
QRHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
6175 MAIN STREET, SUITE 420
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/18/2014
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(Street)
FRISCO, TX 75034
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Call Options (obligation to sell)
(1)
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$2.00
(2)
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4/18/2014
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S
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2000000
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4/18/2014
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(3)
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Common Stock
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2000000
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$0.00
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2000000
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D
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Explanation of Responses:
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(
1)
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The reporting person entered into a private transaction pursuant to which the reporting person granted an option (the "Option") to purchase up to 2,000,000 shares of the Issuer's common stock (the "Option Stock"), under an option to purchase, dated April 18, 2014, between the reporting person and the individual named therein (the "Option to Purchase").
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(
2)
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Represents the initial price of the Option Stock, which is subject to adjustment pursuant to the terms of the Option to Purchase.
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(
3)
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The Option shall expire at the end of the first anniverary of the occurrence of the later to occur of the following two events, each of which must occur in order to begin the tolling of the expiration of such term: (i) the listing of the Issuer's common stock on the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT or (ii) the date the Securities and Exchange Commission has declared effective under the Securities Act a registration statement on Form S-1 or Form S-3 covering the offering of the Option Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Forte Jeffrey D.
6175 MAIN STREET, SUITE 420
FRISCO, TX 75034
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X
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X
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Signatures
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Laurie L. Latham, as attorney-in-fact
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4/28/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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