X0306 4/A 2014-09-24 2014-09-26 0 0001442236 Quest Resource Holding Corp QRHC 0001582397 Dick Brian S. 6175 MAIN STREET, SUITE 420 FRISCO TX 75034 1 1 1 0 President and CEO 0001642579 Bear & Bug, L.P. C/O JORDAN, HOUSER & FLOURNOY, LLP 2591 N. DALLAS PARKWAY, SUITE 408 FRISCO TX 75034 0 0 1 0 Common Stock 2014-09-24 4 C 0 2775315 2.00 A 14775315 I By Limited Partnership 7% convertible secured promissory note due July 16, 2016 2.00 2014-09-24 4 C 0 11000000.00 0.00 D 2016-07-16 Common Stock 5500000 0 D In connection with the closing of a public offering of the Issuer's common stock, the 7% convertible secured promissory note issued to Brian S. Dick ("Dick") in the principal amount of $11,000,000 (the "Note") was cancelled in consideration for a cash payment to Dick of $5,500,000 and the conversion of the remaining outstanding principal amount and any accrued but unpaid interest under the Note into 2,775,315 shares of the Issuer's common stock at the conversion price of $2.00 per share. Includes 12,000,000 shares that were previously erroneously reported as being held directly by Dick. The shares are owned directly by Bear & Bug, L.P. ("Bear & Bug"), a ten percent owner of the Issuer, and indirectly by Dick, who holds the beneficial interest of the shares owned by Bear & Bug, including voting and dispositive power. Dick is the President and Chief Executive Officer and a director and a ten percent owner of the Issuer. Subject to the terms and conditions of the Note, during any such time any amount of the principal amount of the Note and any interest accrued thereon remain outstanding, the noteholder may elect to convert the unpaid principal amount of the Note and any unpaid interest accrued thereon into shares of the Issuer's Common Stock at a price of $2.00 per share. Subject to the terms and conditions of the Note, the Issuer may elect to convert the outstanding principal amount of the Note and any accrued interest thereon into shares of the Issuer's Common Stock at a price of $2.00 per share during any time any amount of the principal amount of the Note and any accrued interest thereon remain outstanding at any time (1) after the two (2) year anniversary of July 16, 2013; (2) the principal amount has been paid down by $5 million as a result of the first capital raise; (3) the Common Stock of the Issuer trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT; and (4) the Common Stock of the Issuer has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits or both. The Note shall be due and payable on the earlier to occur of (i) July 16, 2016, or (ii) when declared due and payable by the Reporting Person upon the occurrence of an Event of Default (as defined in the Note). This amended Form 4 is being filed solely to add an additional reporting person. Laurie L. Latham, as attorney-in-fact 2015-05-12 Brian S. Dick, General Partner 2015-05-26