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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Quest Solution, Inc. [ QUES ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/27/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
Common Stock | 04/27/2017(1) | A(1) | 640,000 | A | (1) | 640,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Options | $0.075(2) | 04/27/2017 | A | 760,333 | 02/17/2017 | 02/17/2022 | Common Stock | 760,333 | (2) | 760,333 | D | ||||
Stock Options | $0.09(2) | 04/27/2017 | A | 760,333 | 02/19/2018 | 02/17/2022 | Common Stock | 760,333 | (2) | 760,333 | D | ||||
Stock Options | $0.09(2) | 04/27/2017 | A | 760,334 | 02/17/2019 | 02/17/2022 | Common Stock | 760,334 | (2) | 760,334 | D |
Explanation of Responses: |
1. In connection with Mr. Shai Lustgarten's appointment as President and CEO of the Company, the Company and Mr. Lustgarten entered into an Employment Agreement dated February 17, 2017 and a Modification Agreement dated April 1, 2017 (collectively the "Lustgarten Employment Agreement"), pursuant to which Mr. Lustgarten shall be eligible to receive a one-time sign-on bonus of $48,000 worth of shares of the Company's restricted common stock which represents 640,000 restricted common stock, which will vest upon approval on the 2017 Financial Plan submitted to the Board of Directors. On April 27, 2017, the Board of Directors of the Company approved, authorized and directed the Company to issue 640,000 shares of Common Stock to Mr. Lustgarten. |
2. Pursuant to the Lustgarten Employment Agreement, Mr. Lustgarten shall be able to receive a stock option grant of 2,281,000 stock options. The options are exercisable as follows: options to purchase 760,333 shares are immediately vested on February 17, 2017 at an exercise price of $0.075 per share; options to purchase 760,333 shares vest on February 19, 2018 at an exercise price of $0.09 per share, and options to purchase 760,334 shares vest on February 17, 2019 at an exercise price of $0.09 per share, subject to any change in control acceleration provisions. The exercise price of the options was agreed to pursuant to the Employment Agreement dated February 17, 2017. |
/S/ Shai Lustgarten | 04/27/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |