Sec Form 4 Filing - Lustgarten Shai Shalom @ Quest Solution, Inc. - 2019-05-30

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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O QUEST SOLUTION, INC., 860 CONGER STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2019
(Street)
EUGENE, OR97402
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 05/30/2019 D 5,542,328 D 15,258,315 I See footnote ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lustgarten Shai Shalom
C/O QUEST SOLUTION, INC.
860 CONGER STREET
EUGENE, OR97402
X X Chief Executive Officer
Signatures
/s/ Shai Lustgarten 06/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 5, 2018, Quest Solution, Inc. (the "Company") entered into a purchase agreement (the "HTS Purchase Agreement") with Walefar Investments, Ltd. ("Walefar"), and Campbeltown Consulting, Ltd. ("Campbeltown") (collectively the "Sellers") whereby the Company purchased 100% of the capital stock of HTS Image Processing, Inc.("HTS") from the Sellers partially in exchange for 22,452,954 shares of the Company's common stock, . On May 30, 2019, the parties entered into an Amendment to the HTS Purchase Agreement (the "Amendment") that provided for an adjustment to the number of shares of common stock issued in the acquisition of HTS. Pursuant to the Amendment, the Sellers agreed to return for cancelation 5,542,328 and 5,542,329 shares of common stock, respectively, which reduced the amount of shares issued in the acquisition to 11,368,297 from 22,452,954. The cancelation of shares was effected on June 13, 2019 due to logistical considerations.
( 2 )13,618,315 of the shares are held by Walefar Investments Ltd., which is beneficially owned by Mr. Lustgarten.

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