SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Cunningham Everett

(Last)

(First)

(Middle)

500 PLAZA DRIVE

(Street)

SECAUCUS

07094

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUEST DIAGNOSTICS INC [ DGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Commercial

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2018		M⁽¹⁾		21,294	A	$52.165	67,210	D
Common Stock	07/02/2018		S⁽¹⁾		19,798	D	$109.642⁽²⁾	47,412	D
Common Stock	07/02/2018		S⁽¹⁾		1,496	D	$110.122⁽³⁾	45,916	D
Common Stock	07/02/2018		M⁽¹⁾		38,928	A	$66.51	84,844	D
Common Stock	07/02/2018		S⁽¹⁾		33,345	D	$109.596⁽⁴⁾	51,499	D
Common Stock	07/02/2018		S⁽¹⁾		5,583	D	$110.066⁽⁵⁾	45,916	D
Common Stock	07/02/2018		S⁽¹⁾		7,066	D	$109.627⁽⁶⁾	38,850	D
Common Stock	07/02/2018		S⁽¹⁾		781	D	$110.124⁽⁷⁾	38,261⁽⁸⁾	D
Common Stock								616⁽⁹⁾	I	401(k)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualifed Stock Option (right to buy)	$52.165	07/02/2018		M⁽¹⁾			21,294	⁽¹⁰⁾	02/13/2024	Common Stock	21,294	$52.165	0	D
Non-Qualifed Stock Option (right to buy)	$66.51	07/02/2018		M⁽¹⁾			38,928	⁽¹¹⁾	02/25/2026	Common Stock	38,928	$66.51	19,464	D

Explanation of Responses:

1. This exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person on May 31, 2018.

2. This transaction was executed in multiple trades at prices ranging from $109.07 to $110.06. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $110.07 to $110.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $109.00 to $110.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $110.00 to $110.25. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $109.08 to $110.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $110.08 to $110.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. The amount includes exempt purchases made under the Company's stock purchase plan since the date of the last filing on Form 4.

9. These underlying shares were acquired on a periodic basis by the trustee of the Company's tax qualified Profit Sharing (401(k)) Plan. The information was obtained from the plan administrator as of a current date. The number of shares is based on the account balance of the Company stock fund under the Plan (which includes some money market instruments) divided by the market price of the Company's stock as of that date.

10. The options vested in three equal annual installments beginning with the first on February 13, 2015, the second on February 13, 2016 and the final on February 13, 2017.

11. The options vest in three equal annual installments beginning on the first annual anniversary of the grant date.

Remarks:

	William J. O'Shaughnessy, Jr., Attorney in Fact for Everett Cunningham	07/05/2018
	** Signature of Reporting Person	Date
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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