SEC Form SC 13D/A filed by Quest Resource Holding Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Quest Resource Holding Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

74836W104

(CUSIP Number)

ELIZABETH R. GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 27, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Represents 454,064 Shares underlying stock options currently exercisable or exercisable within 60 days hereof.

THE SCHEDULE 13D

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated as follows:

The Shares purchased by Hampstead Park Environmental were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business); and 40,489 of such Shares were purchased in open market purchases, 330,000 of such Shares were purchased in a public offering in April 2019, 1,750,000 of such Shares were purchased pursuant to the Purchase Agreement (as defined in Item 4) and 655,000 of such Shares were purchased pursuant to the Securities Purchase Agreement (as defined in Item 4). The aggregate purchase price of the 2,775,489 Shares beneficially owned by Hampstead Park Environmental is approximately $4,799,345, excluding underwriting discounts and commissions.

The 454,064 Shares that Mr. Friedberg is deemed to beneficially own, issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of the date hereof, were issued to Mr. Friedberg in his capacity as a director of the Board for no consideration and do not include 15,000 Shares underlying deferred stock units issuable upon Mr. Friedberg’s separation from service with the Issuer.

Items 5(a)-(c) are hereby amended and restated as follows:

(a) - (b) The Reporting Persons as a group and Mr. Friedberg are deemed to beneficially own 3,229,553 Shares, including 454,064 Shares underlying stock options that are currently exercisable or exercisable within 60 days of the date hereof, which represents approximately 16.5% of the Issuer’s outstanding Shares. Hampstead Park Environmental and Hampstead Park Capital are each deemed to beneficially own 2,775,489 Shares, which represents approximately 14.6% of the Issuer’s outstanding Shares. The percentage of beneficial ownership of the Reporting Persons, as reported herein, was calculated by dividing: (i) the total number of Shares beneficially owned by each Reporting Person as of May 31, 2022, as set forth herein, by (ii) 19,517,772 Shares, which equals the sum of (a) 19,063,708, which is the amount of Shares outstanding as of May 20, 2022 as disclosed in the Issuer’s Definitive Proxy Statement filed with the SEC on May 31, 2022, and (b) as applicable, 454,064 Shares underlying stock options that Mr. Friedberg is deemed to beneficially own.

Hampstead Park Environmental, Hampstead Park Capital and Mr. Friedberg each have shared power to vote and to dispose of the Shares they beneficially own herein. 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.

(c) Except as set forth elsewhere in this Amendment No. 3, the Reporting Persons have not engaged in any transaction in any Shares of the Issuer during the 60 days prior to the date hereof.

(d) Not Applicable

(e) Not Applicable

Item 6 is hereby amended to add the following:

On May 27, 2022, Hampstead Park Environmental entered into a Trading Plan (the “Trading Plan”) with Roth Capital Partners, LLC (“Roth”) to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Exchange Act, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.

The Trading Plan allows for the purchase of Shares by Roth on behalf of Hampstead Park Environmental. Shares purchased pursuant to the Trading Plan may only be purchased in accordance with trading parameters adopted by Hampstead Park Environmental, and there can be no assurance as to how many Shares, if any, will be purchased pursuant to the Trading Plan or at what price any such Shares will be purchased. A copy of the Trading Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2022