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^*

Lustgarten Shai Shalom

(Last)

(First)

(Middle)

3663 GILROY ROAD

(Street)

SALT LAKE CITY

84109

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2017

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	04/27/2017⁽¹⁾		A⁽¹⁾		640,000	A	⁽¹⁾	640,000	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)
Stock Options	$0.075⁽²⁾	04/27/2017		A		760,333		02/17/2017	02/17/2022	Common Stock	760,333	⁽²⁾	760,333	D
Stock Options	$0.09⁽²⁾	04/27/2017		A		760,333		02/19/2018	02/17/2022	Common Stock	760,333	⁽²⁾	760,333	D
Stock Options	$0.09⁽²⁾	04/27/2017		A		760,334		02/17/2019	02/17/2022	Common Stock	760,334	⁽²⁾	760,334	D

Explanation of Responses:

1. In connection with Mr. Shai Lustgarten's appointment as President and CEO of the Company, the Company and Mr. Lustgarten entered into an Employment Agreement dated February 17, 2017 and a Modification Agreement dated April 1, 2017 (collectively the "Lustgarten Employment Agreement"), pursuant to which Mr. Lustgarten shall be eligible to receive a one-time sign-on bonus of $48,000 worth of shares of the Company's restricted common stock which represents 640,000 restricted common stock, which will vest upon approval on the 2017 Financial Plan submitted to the Board of Directors. On April 27, 2017, the Board of Directors of the Company approved, authorized and directed the Company to issue 640,000 shares of Common Stock to Mr. Lustgarten.

2. Pursuant to the Lustgarten Employment Agreement, Mr. Lustgarten shall be able to receive a stock option grant of 2,281,000 stock options. The options are exercisable as follows: options to purchase 760,333 shares are immediately vested on February 17, 2017 at an exercise price of $0.075 per share; options to purchase 760,333 shares vest on February 19, 2018 at an exercise price of $0.09 per share, and options to purchase 760,334 shares vest on February 17, 2019 at an exercise price of $0.09 per share, subject to any change in control acceleration provisions. The exercise price of the options was agreed to pursuant to the Employment Agreement dated February 17, 2017.

	/S/ Shai Lustgarten	04/27/2017
	** 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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