FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Dick Brian S.	2. Issuer Name and Ticker or Trading Symbol

Quest Resource Holding Corp [ QRHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO	
(Last)          (First)          (Middle)

6175 MAIN STREET, SUITE 420	3. Date of Earliest Transaction (MM/DD/YYYY)

9/24/2014		
(Street)

FRISCO, TX 75034
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	9/24/2014  	 	C	  	2775315   (1)	A	$2.00  	14775315   (2)	I  	By Limited Partnership   (3)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
7% convertible secured promissory note due July 16, 2016  	$2.00  	9/24/2014  	 	C  	  	  	$11000000.00   (1)  	  (4) (5)	7/16/2016   (6)	Common Stock  	5500000   (1)	$0.00  	0  	D  	 	

Explanation of Responses:	
(  1) 	In connection with the closing of a public offering of the Issuer's common stock, the 7% convertible secured promissory note issued to the Reporting Person in the principal amount of $11,000,000 (the "Note") was cancelled in consideration for a cash payment to the Reporting Person 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.	
(  2) 	Includes 12,000,000 shares that were previously erroneously reported as being held directly.	
(  3) 	The shares are held by Bear and Bug, LP., of which the Reporting Person controls the investment decisions.	
(  4) 	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 Reporting Person 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.	
(  5) 	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.	
(  6) 	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).	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Dick Brian S.
6175 MAIN STREET, SUITE 420
FRISCO, TX 75034	X	X	President and CEO		

Signatures		
Laurie L. Latham, as attorney-in-fact		9/26/2014	
** 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.	
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