SEC Form 3 · accession 0001140361-16-065469

OMNIQ Corp. · OMQS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Oct 1, 2015

Accepted (ET)

May 16, 2016 · 12:48 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
Series B Preferred Stock	holding	—	—		—	1	D

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.^F2,F1	—	holding	—	—	—	Oct 1, 2015	—	Common Stock of Quest Solution, Inc.	5,200,000	—	D

F1Each of the Series A Preferred Shares (the "Exchangeable Shares") of Quest Exchange Ltd. ("ExchangeCo") is exchangeable into one (1) share of common stock of Quest Solution, Inc. ("Parent") at the election of Viascan Group Inc. or, in certain circumstances, of Parent and has no expiration date.
F2The 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 date 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 the 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.