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5//SEC Filing

Quest Solution, Inc. 5

Accession 0001140361-15-002610

$OMQSCIK 0000278165operating
View on SEC.govCompany Profile

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 5:08 PM ET

Size

37.9 KB

Accession

0001140361-15-002610

Insider Transaction Report

Form 5
Period: 2014-12-31
Quest Solution, Inc.QUES
GRIFFITH JASON F
DirectorChief Executive Officer10% Owner
Transactions
  • Other

    Common Stock

    2014-12-31$0.38/sh+69,079$26,250→ 9,397,367 total
  • Award

    Stock Option

    2014-11-21+1,200,000→ 10,528,288 total
    Exercise: $0.50Exp: 2024-11-20→ Common Stock (1,200,000 underlying)
  • Other

    Common Stock

    2012-01-13$0.04/sh+4,000,000$176,000→ 5,914,025 total
  • Other

    Preferred Stock

    2011-03-23$0.46/sh+250,000$115,000→ 250,000 total
  • Purchase

    Preferred Stock

    2012-05-17$0.70/sh+250,000$175,000→ 500,000 total
  • Other

    Common Stock

    2008-09-19$0.83/sh+18,750$15,563→ 518,750 total
  • Other

    Common Stock

    2011-03-29$0.07/sh+821,475$57,503→ 1,340,225 total
  • Other

    Common Stock

    2011-03-29$0.07/sh+573,800$40,166→ 1,914,025 total
  • Purchase

    Common Stock

    2012-05-17$0.01/sh+1,265,764$12,658→ 7,179,789 total
  • Gift

    Common Stock

    2012-11-18$0.01/sh−1,265,764$12,658→ 5,914,025 total
  • Other

    Common Stock

    2013-12-30$0.19/sh+1,800,000$342,000→ 7,714,025 total
  • Other

    Common Stock

    2013-12-30$0.19/sh+1,240,000$235,600→ 8,954,025 total
  • Other

    Common Stock

    2013-12-30$0.20/sh+560,000$112,000→ 9,514,025 total
  • Other

    Common Stock

    2014-03-18$1.00/sh+14,263$14,263→ 9,528,288 total
  • Other

    Common Stock

    2014-01-30$0.13/sh−200,000$26,000→ 9,328,288 total
  • Other

    Common Stock

    2014-10-14−8,000,000→ 9,328,288 total(indirect: By Trust)
  • Other

    Warrant to Purchase Common Stock

    2011-12-21+10,000,000→ 19,328,288 total
    Exercise: $0.01From: 2011-12-21Exp: 2018-12-21→ Common Stock (10,000,000 underlying)
  • Other

    Warrant to Purchase Common Stock

    2013-12-30−10,000,000→ 9,328,288 total
    Exercise: $0.01From: 2011-12-21Exp: 2018-12-21→ Common Stock (10,000,000 underlying)
  • Award

    Stock Option

    2014-11-21+2,200,000→ 12,728,288 total
    Exercise: $0.50Exp: 2024-11-20→ Common Stock (2,200,000 underlying)
Footnotes (6)
  • [F1]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.
  • [F2]These shares are held in an irrevocable trust for the benefit of the Reporting Person for which the Reporting Person serves as trustee.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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%.

Documents

1 file

Issuer

Quest Solution, Inc.

CIK 0000278165

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000278165

Filing Metadata

Form type
5
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 5:08 PM ET
Size
37.9 KB
View on SEC.gov