Quest Resource Holding Corp — Director's Dealing 2012

Oct 29, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: YouChange Holdings Corp (YCNG)
CIK: 0001442236
Period of Report: 2012-10-17

Reporting Person: SALTZ MITCHELL A (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30603469	Indirect
Common Stock	138112	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant to Purchase Common Stock	$	2017-03-22	Common Stock (1381115)		Indirect
Warrant to Purchase Common Stock	$	2017-03-22	Common Stock (345278)		Indirect
Warrant to Purchase Common Stock	$	2017-03-22	Common Stock (345278)		Indirect
Warrant to Purchase Common Stock	$	2017-03-22	Common Stock (690577)		Indirect
Warrant to Purchase Common Stock	$	2017-10-10	Common Stock (5524461)		Indirect
9% Senior Secured Convertible Note	$	2013-03-22	Common Stock ()		Indirect

Footnotes

F1: The shares are held by Southwest Green Investments, L.L.C., of which the reporting person and his spouse beneficially own 100% of the membership interests through various entities and trusts.

F2: The securities are held by Stockbridge Enterprises, L.P., of which the reporting person and his spouse beneficially own 100% of the general partner and the limited partner through various entities and trusts.

F3: The warrant is exercisable immediately.

F4: The exercise price per share of the warrant is the lower of (a) $0.37 or (b) the average "closing bid price" during the ten trading days immediately preceding the exercise date.

F5: The warrant is exercisable at the conclusion of 30 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

F6: The warrant is exercisable at the conclusion of 33 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

F7: The warrant is exercisable at the conclusion of 36 months after the issuance date of the warrant (March 22, 2012), but only in the event that all outstanding principal and accrued interest on the senior secured convertible note issued by the Registrant to the Reporting Person is not paid in full at such date.

F8: The warrant is exercisable at any time that any amount of principal and accrued interest is outstanding prior to the maturity date and for a period of five years thereafter.

F9: The number of shares of the Issuer's common stock to be issued upon exercise of the senior secured convertible promissory note will be equal to the quotient obtained by dividing (a) the portion of the principal and accrued interest outstanding at the maturity date to be converted, by (b) the lower of (x) $0.37 if prior to the maturity date or $0.19 if after the maturity date or (y) the average "closing bid price" during the ten trading days immediately preceding the conversion date.

F10: The conversion price per share of the senior secured convertible note is the lower of (a) $0.37 if prior to the maturity date or $0.19 if after the maturity date or (b) the average "closing bid price" during the ten trading days immediately preceding the conversion date.