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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oilsands Quest Inc [ BQI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(5) | 07/17/2008 | M | 10,000 | A | $3.89 | 10,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option(1)(5) | $3.89 | 07/17/2008 | X | 10,000 | 10/02/2006 | 10/02/2011 | Common Stock | 150,000 | $3.89 | 140,000 | D | ||||
Stock Option(2) | $3.89 | 10/02/2009 | 10/02/2011 | Common Stock | 150,000 | 150,000 | D | ||||||||
Exchangeable Shares(3) | $0 | 08/14/2006 | 08/14/2013 | Common Stock | 100,875 | 100,875 | D | ||||||||
Stock Option(4) | $4.27 | 08/01/2007 | 08/01/2012 | Common Stock | 400,000 | 400,000 | D |
Explanation of Responses: |
1. Mr. Yildirim was granted 150,000 options pursuant to the Company's 2006 Stock Option Plan on October 2, 2006. The options vest either (i) 25% immediately and 25% each year for three years after the date of grant (October 2, 2007, October 2, 2008, and October 2, 2009); or (ii) 100% vesting upon a merger, acquisition, sale or a change in control. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d). |
2. Mr. Yildirim was granted 150,000 options pursuant to the Company's 2006 Stock Option Plan on October 2, 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 Section 16(b) pursuant to Rule 16b-3(d). |
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 between the Company and OQI dated August 14, 2006. This transaction is exempt from Section 16(b) pursuant to Rule 16(b)-3(d). |
4. Mr. Yildirim was granted 400,000 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 a change in control. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d). |
5. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(b). |
/s/ Erdal Yildirim | 07/31/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |