SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

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^*

McGann William J

(Last)

(First)

(Middle)

5 MARINE VIEW PLAZA, SUITE 214

(Street)

HOBOKEN

07030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Quantum Computing Inc. [ QUBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2025		M		1,080,069⁽¹⁾⁽²⁾⁽³⁾	A	$0⁽³⁾	1,249,169	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Shares of Common Stock⁽¹⁾	$2.4	04/02/2025		D		535,000		⁽¹⁾	01/24/2027	Common Stock	375,139⁽³⁾	$0	0	D
Options to Purchase Shares of Common Stock⁽²⁾	$2.37	04/02/2025		D		1,000,000		⁽²⁾⁽³⁾	10/17/2027	Common Stock	704,930⁽³⁾	$0	0	D

Explanation of Responses:

1. Options to purchase 535,000 shares of common stock (the "January 2022 Options") at an exercise price of $2.40 per share were issued to Mr. McGann on January 24, 2022 pursuant to an employment agreement and subject the Quantum Computing Inc. 2019 Equity and Incentive Plan. These options vested and became exercisable as follows: (i) 178,333 shares vested upon grant (January 24, 2022), (ii) 178,333 shares on January 24, 2023, and (iii) 178,334 shares on January 24, 2024.

2. Options to purchase 1,000,000 shares of common stock (the "October 2022 Options") at an exercise price of $2.37 per share were issued to Mr. McGann on October 17, 2022 as a success bonus for the completion of the Issuer's merger with QPhoton, Inc., and pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan. These options vested and became exercisable as follows: (i) 500,000 shares on June 16, 2022, (ii) 250,000 shares on September 30, 2022, and (iii) 250,000 shares on December 31, 2022.

3. These shares were acquired by Mr. McGann on April 2, 2025 by exercising the January 2022 Options and the October 2022 Options, all of which were vested, using a "net exercise" method at a cashless exercise price of $8.032 per share, resulting in the issuance of 375,139 and 704,930 shares, respectively, for a total of 1,080,069 shares of common stock.

	/s/ William McGann	04/04/2025
	** 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).
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CEO Mcgann William J converted options into 1,080,069 shares, increasing direct ownership by 639% to 1,249,169 units (SEC Form 4)