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^*

Kimball Errin

(Last)

(First)

(Middle)

800, 326 - 11TH AVE., SW

(Street)

CALGARY

T2R 0C5

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2008

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	09/19/2008		S		800,000	D	$2.67	1,676,400	D
Common Stock⁽⁷⁾	09/19/2008		J		411,500	D	$0	2,087,900	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)
Exchangeable Shares⁽¹⁾⁽²⁾⁽⁷⁾	$0	09/19/2008		C			411,500	08/14/2006	08/14/2013	Common Stock	823,000	$0	411,500	D
Exchangeable Shares⁽¹⁾⁽³⁾	$0							05/01/2007	08/14/2013	Common Stock	823,000		823,000	D
Stock Options⁽⁴⁾	$5.05							08/23/2006	08/23/2011	Common Stock	150,000		150,000	D
Stock Options⁽⁵⁾	$5.05							08/23/2006	08/23/2011	Common Stock	150,000		150,000	D
Stock Options⁽⁶⁾	$4.27							08/01/2007	08/01/2012	Common Stock	400,000		400,000	D
Stock Options⁽⁸⁾	$4.51							08/01/2008	08/01/2013	Common Stock	400,000		400,000	D

Explanation of Responses:

1. Exchangeable Shares were issued by Oilsands Quest Sask, Inc., a subsidiary of the Company, pursuant to a Reorganization Agreement between the Company and OQI Sask. 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 Sask on August 14, 2006. The Exchangeable Shares expire on August 14, 2013. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. Includes vested options to acquire 411,500 Exchangeable Shares all of which expire on May 1, 2011.

3. Includes unvested options to acquire 823,000 Exchangeable Shares vesting 1/3 on May 1, 2007, 1/3 on May 1, 2008, and 1/3 on May 1, 2009. These options expire on May 1, 2011.

4. Mr. Kimball was granted 150,000 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 Section 16(b) pursuant to Rule 16b-3(d).

5. Mr. Kimball was granted 150,000 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 Section 16(b) pursuant to Rule 16b-3(d).

6. Mr. Kimball 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).

7. Exchangeable Shares converted to Common Stock (Exchangeable Shares are described in footnote 1 above). Mr. Kimball 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-6(b).

8. Mr. Kimball was granted 400,000 options pursuant to the Company's 2006 Stock Option Plan on August 1, 2008. The options vest either (i) 25% immediately and 25% each year for three years after the date of grant (August 1, 2009, August 1, 2010, and August 1, 2011); 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).

	/s/ Errin Kimball	09/23/2008
	** 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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