Sec Form 3 Filing - Boehmler Christopher @ Quantum Computing Inc. - 2023-07-01

FORM 3 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 Boehmler Christopher 2. Issuer Name and Ticker or Trading Symbol Quantum Computing Inc. [ QUBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 215 DEPOT COURT SE, SUITE 215 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2023 (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 Common Stock 60,310 ( 1 ) D

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 $ 2.56 ( 2 ) ( 2 ) Common Stock 91,250 D Options $ 2.37 ( 3 ) ( 3 ) Common Stock 8,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boehmler Christopher 215 DEPOT COURT SE SUITE 215 LEESBURG, VA20175 Chief Financial Officer Signatures /s/ Christopher Boehmler 07/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock beneficially owned by Mr. Boehmler includes 1,210 shares purchased on the open market and 59,100 stock grants (the "Stock Grants") issued to Mr. Boehmler in lieu of a cash bonus pursuant to the 2022 Quantum Computing Inc. Equity and Incentive Plan and according to the terms of his employment agreement. The Stock Grants shall vest as follows: 29,550 (or 1/2) of the Stock Grants shall vest on December 31, 2023, and 29,550 (or 1/2) shall vest on December 31,2024. ( 2 )The stock options (the "First Options Grant") were issued to Mr. Boehmler on March 28, 2022 (the "First Grant Date"), pursuant to the 2019 Quantum Computing Inc. Equity and Incentive Plan and according to the terms of the employment offer by and between Mr. Boehmler and the Issuer. The First Options Grant shall vest as follows: 30,413 (or 1/3) of the First Options Grant shall vest on the first anniversary of the First Grant Date, 30,413 (or 2/3) shall vest on the second anniversary of the First Grant Date, and the remainder of the Stock Options shall vest on the third anniversary of the First Grant Date. In lieu of fractional vesting, the number of Stock Options will be rounded up each time until fractional Stock Options are eliminated. ( 3 )The stock options (the "Second Options Grant") were issued to Mr. Boehmler on October 12, 2022 (the "Second Grant Date"), pursuant to the 2022 Quantum Computing Inc. Equity and Incentive Plan and according to the terms of the employment offer by and between Mr. Boehmler and the Issuer. The Second Options Grant shall vest as follows: 2,916 (or 1/3) of the Stock Options vested on March 28, 2023, 2,916 (or 2/3) shall vest on March 28, 2024, and the remainder of the Stock Options shall vest on March 28, 2025. In lieu of fractional vesting, the number of Stock Options will be rounded up each time until fractional Stock Options are eliminated.

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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