SEC Form 3 · accession 0001140361-16-061574
OMNIQ Corp. · OMQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gilles Gaudreault
Officer — Chief Executive Officer · Director
Period of report
Oct 1, 2015
Accepted (ET)
Apr 19, 2016 · 6:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000278165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 100,041 | D | ||
| Series B Preferred StockF2 | holding | — | — | — | 1 | I | By Viascan Group Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred Shares of Question Exchange Ltd.F4,F3,F2 | — | holding | — | — | — | Oct 1, 2015 | — | Common Stock of Quest Solution, Inc. | 5,200,000 | — | I |
Explanation of responses
- F1Includes 100,000 shares of restricted common stock of Quest Solution, Inc. ("Parent"), issued to the reporting person in connection with an Employment Agreement, effective October 1, 2015, between the reporting person and Parent (the "Employment Agreement"), which vest on the one-year anniversary of the Employment Agreement, conditioned upon the reporting person's continued employment with the Parent.
- F2The amount of securities reported as beneficially owned reflects the total amount of securities held by this entity. The Reporting Person hereby disclaims ownership of these securities in excess of his pecuniary interest.
- F3Each of the Series A Preferred Shares (the "Exchangeable Shares") of Quest Exchange Ltd. ("ExchangeCo") is exchangeable into one (1) share of the Parent's common stock at the election of Viascan Group Inc. or, in certain circumstances, of Parent, and has no expiration date.
- F4The purchase price payable by Parent for each of the Exchangeable Shares to be purchased by Parent under the exchange right (the "Exchange Right") set forth in the October 1, 2015 Voting and Exchange Agreement by and among Parent, ExchangeCo, and Viascan Group Inc., shall be an amount per share equal to: (a) the Current Market Price (as defined in the Voting and Exchange Agreement) of one share of Parent Common Stock on the last business day prior to the day of closing of the purchase and sale of the Exchangeable Shares under the Exchange Right, which shall be satisfied in full by Parent causing to be sent to such holder one share of Parent Common Stock; plus (b) to the extent not paid by ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each of the Exchangeable Shares held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale.