Sec Form 4 Filing - Velge Bertrand @ Quantum Computing Inc. - 2022-10-17

FORM 4 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 Velge Bertrand 2. Issuer Name and Ticker or Trading Symbol Quantum Computing Inc. [ QUBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 215 DEPOT COURT SE #212 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2022 (Street) LEESBURG, VA20175 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Options to purchase Common Stock $ 2.37 10/17/2022 A 100,000( 1 ) ( 1 ) 10/17/2027 Common Stock 100,000 $ 0 200,000 D Options to purchase Common Stock $ 2.37 10/17/2022 A 250,000 ( 2 ) 10/17/2027 Common Stock 250,000 $ 0 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Velge Bertrand 215 DEPOT COURT SE #212 LEESBURG, VA20175 X Signatures /s/ Bertrand Velge 10/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were issued to Mr. Velge on October 17, 2022, pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan and according to the terms of the employment agreement by and between Mr. Velge and the Issuer. These options vest in equal quarterly increments of 25,000 shares on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, subject to Mr. Velge's continuing services for the Issuer in the capacity in which the grant was received on each applicable vesting date. ( 2 )These options were issued to Mr. Velge on October 17, 2022 as a success bonus for the completion of the Issuer's merger with QPhoton, Inc., and pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan. These options vest as follows: (i) 100,000 shares on June 16, 2022, (ii) 75,000 shares on September 30, 2022, and (iii) 75,000 shares on December 31, 2022.

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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