Poli Francis C Form 4 QUANTUMSPHERE / FRANCIS C POLI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POLI FRANCIS C

(Last) (First) (Middle)

2905 TECH CENTER DRIVE

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUANTUMSPHERE, INC. [ QSIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common stock warrant (right to buy)	(2)	06/09/2016		J(1)		172,500		(2)	06/08/2021	Common Stock	172,500	(1)	172,500	D
Common stock warrant (right to buy)	(2)	06/09/2016		J(1)		129,375		(2)	06/08/2021	Common Stock	129,375	(1)	129,375	D

Explanation of Responses:

1. On June 9, 2016, QuantumSphere, Inc., a Nevada corporation (the "Registrant"), held a second closing for the private placement of secured promissory notes to accredited investors pursuant to which Francis C. Poli (the "Reporting Person") was issued secured promissory notes in the aggregate principal amounts of $115,000 and $86,250, respectively ("Notes"), with detachable common stock purchase warrants ("Warrants") to the Reporting Person. The Notes are not convertible unless an "Event of Default" has occurred as defined in the terms of the Notes and further detailed in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2016.

2. In connection with the Notes, the Reporting Person was also issued Warrants to purchase 172,500 shares and 129,375 shares of the Registrant's common stock ("Common Stock"), where 100% of the shares subject to the Warrants are fully vested and exercisable. The exercise price for the Warrants shall be equal to the price per share of Common Stock of the Registrant's next round of equity financing, subject to customary adjustments.

	/s/ Gregory L. Hrncir as Attorney-in-Fact for Francis C. Poli	06/13/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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