Sec Form 4/A Filing - Dick Brian S. @ Quest Resource Holding Corp - 2014-09-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dick Brian S. 2. Issuer Name and Ticker or Trading Symbol Quest Resource Holding Corp [ QRHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 6175 MAIN STREET, SUITE 420, 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2014 (Street) FRISCO, TX75034 4. If Amendment, Date Original Filed (MM/DD/YY) 09/26/2014 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/24/2014 C 2,775,315 ( 1 ) A $ 2 14,775,315 ( 2 ) I By Limited Partnership ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 7% convertible secured promissory note due July 16, 2016 $ 2 09/24/2014 C ( 4 )( 5 ) 07/16/2016( 6 ) Common Stock 5,500,000 ( 1 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dick Brian S. 6175 MAIN STREET, SUITE 420 FRISCO, TX75034 X X President and CEO Bear & Bug, L.P. C/O JORDAN, HOUSER & FLOURNOY, LLP 2591 N. DALLAS PARKWAY, SUITE 408 FRISCO, TX75034 X Signatures Laurie L. Latham, as attorney-in-fact 05/12/2015 Signature of Reporting Person Date Brian S. Dick, General Partner 05/26/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of a public offering of the Issuer's common stock, the 7% convertible secured promissory note issued to Brian S. Dick ("Dick") in the principal amount of $11,000,000 (the "Note") was cancelled in consideration for a cash payment to Dick of $5,500,000 and the conversion of the remaining outstanding principal amount and any accrued but unpaid interest under the Note into 2,775,315 shares of the Issuer's common stock at the conversion price of $2.00 per share. ( 2 )Includes 12,000,000 shares that were previously erroneously reported as being held directly by Dick. ( 3 )The shares are owned directly by Bear & Bug, L.P. ("Bear & Bug"), a ten percent owner of the Issuer, and indirectly by Dick, who holds the beneficial interest of the shares owned by Bear & Bug, including voting and dispositive power. Dick is the President and Chief Executive Officer and a director and a ten percent owner of the Issuer. ( 4 )Subject to the terms and conditions of the Note, during any such time any amount of the principal amount of the Note and any interest accrued thereon remain outstanding, the noteholder may elect to convert the unpaid principal amount of the Note and any unpaid interest accrued thereon into shares of the Issuer's Common Stock at a price of $2.00 per share. ( 5 )Subject to the terms and conditions of the Note, the Issuer may elect to convert the outstanding principal amount of the Note and any accrued interest thereon into shares of the Issuer's Common Stock at a price of $2.00 per share during any time any amount of the principal amount of the Note and any accrued interest thereon remain outstanding at any time (1) after the two (2) year anniversary of July 16, 2013; (2) the principal amount has been paid down by $5 million as a result of the first capital raise; (3) the Common Stock of the Issuer trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT; and (4) the Common Stock of the Issuer has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits or both. ( 6 )The Note shall be due and payable on the earlier to occur of (i) July 16, 2016, or (ii) when declared due and payable by the Reporting Person upon the occurrence of an Event of Default (as defined in the Note).

Remarks: This amended Form 4 is being filed solely to add an additional reporting person.

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.
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