SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
GRIFFITH JASON F
(Last) (First) (Middle)
2580 ANTHEM VILLAGE DRIVE
(Street)
HENDERSON NV 89502
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Quest Solution, Inc. [ QUES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Preferred Stock 03/23/2011 J4(1) 250,000 A $0.46 250,000 D
Preferred Stock 05/17/2012 P4 250,000 A $0.7 500,000 D
Common Stock 09/19/2008 J4(1) 18,750 A $0.83 518,750 D
Common Stock 03/29/2011 J4(1) 821,475 A $0.07 1,340,225 D
Common Stock 03/29/2011 J4(1) 573,800 A $0.07 1,914,025 D
Common Stock 01/13/2012 J4(1) 4,000,000 A $0.044 5,914,025 D
Common Stock 05/17/2012 P4 1,265,764 A $0.01 7,179,789 D
Common Stock 11/18/2012 G4 1,265,764 D $0.01 5,914,025 D
Common Stock 12/30/2013 J4(3) 1,800,000 A $0.19 7,714,025 D
Common Stock 12/30/2013 J4(1) 1,240,000 A $0.19 8,954,025 D
Common Stock 12/30/2013 J4(1) 560,000 A $0.2 9,514,025 D
Common Stock 03/18/2014 J4(1) 14,263 A $1 9,528,288 D
Common Stock 01/30/2014 J4 200,000 D $0.13 9,328,288 D
Common Stock 10/14/2014 J4 8,000,000 D $0 9,328,288 I By Irrevocable Trust(2)
Common Stock 12/31/2014 J4(1) 69,079 A $0.38 9,397,367 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $0.01 12/21/2011 4J(3) 10,000,000 12/21/2011 12/21/2018 Common Stock 10,000,000 $0 19,328,288 D
Warrant to Purchase Common Stock $0.01 12/30/2013 4J(3) 10,000,000 12/21/2011 12/21/2018 Common Stock 10,000,000 $0 9,328,288 D
Stock Option $0.5 11/21/2014 4A 1,200,000 (4) 11/20/2024 Common Stock 1,200,000 $0 10,528,288 D
Stock Option $0.5 11/21/2014 4A 2,200,000 (5)(6) 11/20/2024 Common Stock 2,200,000 $0 12,728,288 D
Explanation of Responses:
1. In settlement of debt owed by Issuer to Reporting Person, Issuer issued stock to Reporting Person. Issuer issued stock to Reporting Person at or above the market price of the stock.
2. These shares are held in an irrevocable trust for the benefit of the Reporting Person for which the Reporting Person serves as trustee.
3. Reporting Person was issued 10,000,000 warrants in 2011 at $0.01 strike price. In 2013, he agreed to return those warrants to the Issuer in exchange for the 1,800,000 shares on 12/30/2013.
4. The option vests with respect to 200,000 shares on November 20, 2014, and the balance will vest in a series of twenty (20) equal quarterly installments over a five year period.
5. The option will vest and become exercisable for all of the shares on November 21, 2023 provided that the Reporting Person remains in continuous service with the Issuer on such date. The unvested option shares shall accelerate as follows: (a) To the extent the Issuer achieves annual net revenues between $100 million and $150 million in any given year, an additional 200,000 shares shall immediately vest; (b) To the extent the Issuer achieves net revenues between $150 million and $200 million in any given year, an additional 400,000 shares shall immediately vest.
6. To the extent the Issuer achieves annual net revenues between $200 million and $300 million in any given year, an additional 600,000 shares shall immediately vest; and (d) To the extent the Issuer achieves annual net revenues in excess of $300 million in any given year, an additional 1,000,000 shares shall immediately vest (until in each case the option is fully vested). In the event of any acceleration event in (a) through (d) above where net income as a percentage of net revenues exceeds 10%, then the shares vesting on such event shall be increased by 50%, but to the extent net income as a percentage of net revenues for such year is less than 5%, then the shares vesting on such event shall be decreased by 50%.
Remarks:
/s/ Jason F. Griffith 01/23/2015
** 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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