Q Therapeutics Form 3 Q Therapeutics / David A Green ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Green David A

(Last) (First) (Middle)

615 ARAPEEN DR

STE 102

(Street)

SALT LAKE CITY UT 84108

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2015

3. Issuer Name and Ticker or Trading Symbol
Q Therapeutics, Inc. [ [NONE] ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock	11/10/2016(1)	11/17/2025	Common Stock	400,000	0.7	D
Options to Purchase Common Stock	06/30/2016(2)	11/16/2025	Common Stock	100,000	0.7	D

Explanation of Responses:

1. 28% of the shares vest on November 10, 2016, date and 2% per month thereafter.

2. Options would vest immediately upon closing an equity and/or debt financing in the cumulative amount of $15 million on or prior to June 30, 2016.

Remarks:

	David A. Green	11/23/2015
	** 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 5 (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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