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^*

Phillips Ronald

(Last)

(First)

(Middle)

205-707 7TH AVENUE

(Street)

CALGARY

T2P 3H6

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oilsands Quest Inc [ BQI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2008

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								300,000	I	By DKR Saturn Event Driven Holding Fund Ltd.⁽²⁾
Common Stock⁽³⁾⁽⁷⁾	07/16/2008		C		82,300	A	$00.0	82,300	D
Common Stock	07/17/2008		S		66,685	D	$5.3	15,615	D
Common Stock	07/18/2008		S		15,615	D	$5.39	0	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 (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)
Stock Options⁽¹⁾	$4.57							02/17/2006	02/17/2009	Common Stock	250,000		250,000	D
Exchangeable Shares⁽³⁾⁽⁷⁾	$0	07/16/2008		C			82,300	08/14/2006	08/14/2008	Common Stock	82,300	$0	0	D
Stock Options⁽⁴⁾	$5.05							08/23/2006	08/23/2011	Common Stock	100,000		100,000	D
Stock Options⁽⁵⁾	$5.05							08/23/2006	08/23/2011	Common Stock	100,000		100,000	D
Stock Options⁽⁶⁾	$4.27							08/01/2007	08/01/2012	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Mr. Phillips was granted 250,000 options pursuant to the Company's 2006 Stock Option Plan on February 17, 2006. This transaction is exempt from 16(b) reporting requirements pursuant to Rule 16b-3(d).

2. Mr. Phillips is Manager of this entity.

3. Exchangeable Shares were issued by Oilsands Quest, Inc., a subsidiary of the Company, pursuant to that certain Reorganization Agreement between the Company and OQI. Each Exchangeable Share is convertible into one share of the Company's Common Stock pursuant to the Voting and Exchange Trust Agreement entered into between the Company and OQI on August 14, 2006. The number of Exchangeable Shares includes vested options to acquire 82,300 Exchangeable Shares which expire on August 14, 2008. This transaction is exempt from 16(b) reporting requirements pursuant to Rule 16b-3(d).

4. Mr. Phillips was granted 100,000 options pursuant to the Company's 2006 Stock Option Plan on August 23, 2006. The options vest either (i) 25% immediately and 25% each year for three years after the date of grant (August 23, 2007, August 23, 2008, and August 23, 2009); or (ii) 100% vesting upon a merger, acquisition, sale or a change in control. This transaction is exempt from 16(b) reporting requirements pursuant to Rule 16b-3(d).

5. Mr. Phillips was granted 100,000 options pursuant to the Company's 2006 Stock Option Plan on August 23, 2006. The options vest either (i) 25% upon a 750 million bitumen in place ("BIP") barrel count defined as the high resource (P10) estimate of bitumen in place, 50% upon a 1 billion BIP barrel count, 75% upon a 1.25 billion BIP barrel count, and 100% upon a 1.5 billion BIP barrel count; or (ii) 100% vesting upon a merger, acquisition, sale, or change in control. This transaction is exempt from 16(b) reporting requirements pursuant to Rule 16b-3(d).

6. Mr. Phillips was granted 150,000 options pursuant to the Company's 2006 Stock Option Plan on August 1, 2007. The options vest either (i) 25% immediately and 25% each year for three years after the date of grant (August 1, 2008, August 1, 2009, and August 1, 2010); or (ii) 100% vesting upon a merger, acquisition, sale or change in control. This transaction is exempt from Section 16(b) pursuant to Rule 16b 3(d).

7. Exchangeable Shares converted to Common Stock (Exchangeable Shares are described in footnote 3 above). Mr. Phillips paid cash consideration to the Company to exercise options to acquire the Exchangeable Shares, however the exchange of the Exchangeable Shares into shares of Common Stock did not require separate cash consideration to be paid to the Company. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ Ronald Phillips	07/18/2008
	** 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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