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*
Forte Jeffrey D.

(Last) (First) (Middle)
6175 MAIN STREET, SUITE 420

(Street)
FRISCO TX 75034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Quest Resource Holding Corp [ QRHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2014
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Options (obligation to sell)(1) $2(2) 04/18/2014 S 2,000,000 04/18/2014 (3) Common Stock 2,000,000 $0.00 2,000,000 D
Explanation of Responses:
1. The reporting person entered into a private transaction pursuant to which the reporting person granted an option (the "Option") to purchase up to 2,000,000 shares of the Issuer's common stock (the "Option Stock"), under an option to purchase, dated April 18, 2014, between the reporting person and the individual named therein (the "Option to Purchase").
2. Represents the initial price of the Option Stock, which is subject to adjustment pursuant to the terms of the Option to Purchase.
3. The Option shall expire at the end of the first anniverary of the occurrence of the later to occur of the following two events, each of which must occur in order to begin the tolling of the expiration of such term: (i) the listing of the Issuer's common stock on the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT or (ii) the date the Securities and Exchange Commission has declared effective under the Securities Act a registration statement on Form S-1 or Form S-3 covering the offering of the Option Stock.
Remarks:
Laurie L. Latham, as attorney-in-fact 04/28/2014
** 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.