| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Quest Resource Holding Corp [ QRHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 08/16/2024 | M4 | 10,176 | A | (1) | 10,176(2) | D | ||||||||
| Common Stock | 06/30/2024 | A | 3,153(3) | A | $8.8 | 18,153 | D | ||||||||
| Common Stock | 07/31/2024 | A | 3,303(4) | A | $8.44 | 21,456 | D | ||||||||
| Common Stock | 08/31/2024 | A | 3,158(4) | A | $8.84 | 24,614 | D | ||||||||
| Common Stock | 09/30/2024 | A | 3,498(4) | A | $7.98 | 28,112 | D | ||||||||
| Common Stock | 2,812,547 | I | By: Hampstead Park Environmental Services Investment Fund LLC(5) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Restricted Stock Units | (1) | 08/16/2024 | M | 10,176 | (6) | (6) | Common Stock | 10,176 | $0 | 0 | D | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. These shares represent shares of common stock of the Issuer held by Mr. Friedberg. |
| 3. The reported securities represent deferred stock units granted under the Issuer's 2012 Incentive Compensation Plan. The shares of common stockunderlying such deferred stock units shall be issued upon Mr. Friedberg's separation from service with the Issuer. |
| 4. The reported securities represent deferred stock units granted under the Issuer's 2024 Incentive Compensation Plan. The shares of common stock underlying such deferred stock units shall be issued upon Mr. Friedberg's separation from service with the Issuer. |
| 5. This Form 5 is filed jointly by Hampstead Park Environmental Services Investment Fund LLC ("Hampstead Park Environmental"), Mr. Friedberg and Hampstead Park Capital Management, LLC ("Hampstead Park Capital"). Hampstead Park Capital is the sole member of Hampstead Park Environmental, and Mr. Friedberg is the Chief Executive Officer of Hampstead Park Capital; each may therefore be deemed to control Hampstead Park Environmental. In addition, Mr. Friedberg is a Director of the Issuer. |
| 6. On August 16, 2023, Mr. Friedberg was granted 10,176 restricted stock units which vested on the first anniversary of the grant date. |
| /s/ Daniel Friedberg | 02/12/2025 | |
| Hampstead Park Capital Management, LLC; By: /s/ Daniel Friedberg, Chief Executive Officer | 02/12/2025 | |
| Hampstead Park Environmental Services Investment Fund LLC; By: Hampstead Park Capital Management, LLC; By: /s/ Daniel Friedberg, Chief Executive Officer | 02/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||