Sec Form 4 Filing - Lustgarten Shai Shalom @ Quest Solution, Inc. - 2017-04-27

Insider filing report for Changes in Beneficial Ownership
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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
Lustgarten Shai Shalom
2. Issuer Name and Ticker or Trading Symbol
Quest Solution, Inc. [ QUES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3663 GILROY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2017
(Street)
SALT LAKE CITY, UT84109
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 04/27/2017( 1 ) A( 1 ) 640,000 A 640,000 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
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lustgarten Shai Shalom
3663 GILROY ROAD
SALT LAKE CITY, UT84109
X Chief Executive Officer
Signatures
/S/ Shai Lustgarten 04/27/2017
Signature of Reporting Person Date
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.

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