Quest Resource Holding Corp — Director's Dealing 2015

May 27, 2015

SEC Form 4/A — Form 4/A

Issuer: Quest Resource Holding Corp (QRHC)
CIK: 0001442236
Period of Report: 2014-09-24

Reporting Person: Dick Brian S. (Director, President and CEO, 10% Owner)
Reporting Person: Bear & Bug, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-24	Common Stock	C	2775315	$2.00	Acquired	14775315	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-24	7% convertible secured promissory note due July 16, 2016	$2.00	C		Disposed	2016-07-16	Common Stock (5500000)	Direct

Footnotes

F1: In connection with the closing of a public offering of the Issuer's common stock, the 7% convertible secured promissory note issued to Brian S. Dick ("Dick") in the principal amount of $11,000,000 (the "Note") was cancelled in consideration for a cash payment to Dick of $5,500,000 and the conversion of the remaining outstanding principal amount and any accrued but unpaid interest under the Note into 2,775,315 shares of the Issuer's common stock at the conversion price of $2.00 per share.

F2: Includes 12,000,000 shares that were previously erroneously reported as being held directly by Dick.

F3: The shares are owned directly by Bear & Bug, L.P. ("Bear & Bug"), a ten percent owner of the Issuer, and indirectly by Dick, who holds the beneficial interest of the shares owned by Bear & Bug, including voting and dispositive power. Dick is the President and Chief Executive Officer and a director and a ten percent owner of the Issuer.

F4: Subject to the terms and conditions of the Note, during any such time any amount of the principal amount of the Note and any interest accrued thereon remain outstanding, the noteholder may elect to convert the unpaid principal amount of the Note and any unpaid interest accrued thereon into shares of the Issuer's Common Stock at a price of $2.00 per share.

F5: Subject to the terms and conditions of the Note, the Issuer may elect to convert the outstanding principal amount of the Note and any accrued interest thereon into shares of the Issuer's Common Stock at a price of $2.00 per share during any time any amount of the principal amount of the Note and any accrued interest thereon remain outstanding at any time (1) after the two (2) year anniversary of July 16, 2013; (2) the principal amount has been paid down by $5 million as a result of the first capital raise; (3) the Common Stock of the Issuer trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT; and (4) the Common Stock of the Issuer has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits or both.

F6: The Note shall be due and payable on the earlier to occur of (i) July 16, 2016, or (ii) when declared due and payable by the Reporting Person upon the occurrence of an Event of Default (as defined in the Note).