Quest Resource Holding Corp — Director's Dealing 2014

Apr 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Quest Resource Holding Corp (QRHC)
CIK: 0001442236
Period of Report: 2014-04-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-28	Call Options (obligation to sell)	$2.00	S	6000000	Disposed		Common Stock (6000000)	Indirect

Footnotes

F1: Southwest Green Investments, L.L.C. ("Southwest Green") entered into a private transaction pursuant to which Southwest Green granted an option (the "Option") to purchase up to 6,000,000 shares of the Issuer's common stock (the "Option Stock"), under an option to purchase, dated April 28, 2014, between Southwest Green and the individual named therein (the "Option to Purchase").

F2: Represents the initial price of the Option Stock, which is subject to adjustment pursuant to the terms of the Option to Purchase.

F3: The Option shall expire at the end of the first anniverary of the occurrence of the later to occur of the following two events, each of which must occur in order to begin the tolling of the expiration of such term: (i) the listing of the Issuer's common stock on the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT or (ii) the date the Securities and Exchange Commission has declared effective under the Securities Act a registration statement on Form S-1 or Form S-3 covering the offering of the Option Stock.

F4: The securities are held by Southwest Green, of which the reporting person controls the investment decisions. Southwest Green is owned by a limited partnership in which the Reporting Person owns an indirect interest.