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^*

RASMUSSEN DALE L

(Last)

(First)

(Middle)

22614 66TH AVENUE SOUTH

(Street)

KENT

98032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE INC [ QTWW ]

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)
09/30/2003

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	09/30/2003		S⁽¹⁾		737⁽²⁾	D	$6.75	28,464⁽²⁾	D
Common Stock	01/15/2004		X⁽³⁾		28,464⁽⁴⁾	D	$25.08⁽³⁾	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)
Prepaid Variable Share Forward Contract (Right to Sell)	$25.08⁽³⁾	01/15/2004		X⁽³⁾			1	01/15/2004	01/15/2004	Common Stock	28,464	$0	0	D

Explanation of Responses:

1. Reflects the divestment of shares of Quantum common stock held by Mr. Rasmussen in the IMPCO deferred compensation plan.

2. Represents shares of Quantum common stock received by Mr. Rasmussen in connection with a pro-rata distribution (on a one-for-one share basis) by IMPCO Technologies, Inc. on July 23, 2002.

3. Mr. Rasmussen entered into a prepaid variable share forward contract ("Contract") with Fleet National Bank ("Fleet") on July 2, 2001 with respect to 28,464 shares of common stock ("Reference Shares") of IMPCO Technologies, Inc. ("IMPCO"). In exchange for a cash payment of $713,994, Mr. Rasmussen agreed to deliver to Fleet the full number of the Reference Shares on the maturity date of the Contract if the trading price of IMPCO common stock was less than $32.5514. On July 23, 2002, Mr. Rasmussen received 28,464 shares of Quantum common stock as a result of his ownership of the Reference Shares in connection with a pro-rata distribution by IMPCO of its ownership of Quantum to IMPCO stockholders. These shares of Quantum common stock became subject to the terms of the Contract upon their issuance to Mr. Rasmussen in the distribution. On January 15, 2004, Mr. Rasmussen delivered to Fleet all of the 28,464 shares of Quantum common stock in connection with the settlement of the Contract.

4. See Footnotes 2 and 3.

	/s/ Cathryn T. Johnston by Power of Attorney	06/23/2004
	** 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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