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Filing Details

Accession Number:: 0001140361-15-002610
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2015-01-23 17:08:17
Reporting Period:: 2014-12-31

Filing Date:: 2015-01-23
Accepted Time:: 2015-01-23 17:08:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
278165	Quest Solution Inc.	QUES	Services-Computer Integrated Systems Design (7373)	020314487

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1264528	F Jason Griffith	2580 Anthem Village Drive Henderson NV 89502	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Preferred Stock	Acquisiton	2011-03-23	250,000	$0.46	250,000	No	4	J	Direct
Preferred Stock	Acquisiton	2012-05-17	250,000	$0.70	500,000	No	4	P	Direct
Common Stock	Acquisiton	2008-09-19	18,750	$0.83	518,750	No	4	J	Direct
Common Stock	Acquisiton	2011-03-29	821,475	$0.07	1,340,225	No	4	J	Direct
Common Stock	Acquisiton	2011-03-29	573,800	$0.07	1,914,025	No	4	J	Direct
Common Stock	Acquisiton	2012-01-13	4,000,000	$0.04	5,914,025	No	4	J	Direct
Common Stock	Acquisiton	2012-05-17	1,265,764	$0.01	7,179,789	No	4	P	Direct
Common Stock	Disposition	2012-11-18	1,265,764	$0.01	5,914,025	No	4	G	Direct
Common Stock	Acquisiton	2013-12-30	1,800,000	$0.19	7,714,025	No	4	J	Direct
Common Stock	Acquisiton	2013-12-30	1,240,000	$0.19	8,954,025	No	4	J	Direct
Common Stock	Acquisiton	2013-12-30	560,000	$0.20	9,514,025	No	4	J	Direct
Common Stock	Acquisiton	2014-03-18	14,263	$1.00	9,528,288	No	4	J	Direct
Common Stock	Disposition	2014-01-30	200,000	$0.13	9,328,288	No	4	J	Direct
Common Stock	Disposition	2014-10-14	8,000,000	$0.00	9,328,288	No	4	J	Indirect	By Irrevocable Trust
Common Stock	Acquisiton	2014-12-31	69,079	$0.38	9,397,367	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	P	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	P	Direct
No	4	G	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	J	Indirect	By Irrevocable Trust
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2011-12-21	10,000,000	$0.00	10,000,000	$0.01
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-12-30	10,000,000	$0.00	10,000,000	$0.01
Common Stock	Stock Option	Acquisiton	2014-11-21	1,200,000	$0.00	1,200,000	$0.50
Common Stock	Stock Option	Acquisiton	2014-11-21	2,200,000	$0.00	2,200,000	$0.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
19,328,288	2011-12-21	2018-12-21	No	4	J	Direct
9,328,288	2011-12-21	2018-12-21	No	4	J	Direct
10,528,288		2024-11-20	No	4	A	Direct
12,728,288		2024-11-20	No	4	A	Direct

Footnotes

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.
These shares are held in an irrevocable trust for the benefit of the Reporting Person for which the Reporting Person serves as trustee.
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.
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.
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.
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%.