Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Boehmler Christopher (Last) (First) (Middle) 5 MARINE VIEW PLZ #214 (Street) HOBOKEN NJ 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) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/03/2024		A		259,700	A	(1)	320,010	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase Common Stock	$0.46	10/04/2024		A		125,000(2)		(2)	10/04/2029	Common Stock	125,000	$0	525,000	D

Explanation of Responses:

1. Represents shares of Common Stock of the Issuer, issued to Mr. Boehmler in lieu of cash bonus for the fiscal year ended December 31, 2023, pursuant to the terms of his employment agreement. These shares shall vest annually in equal amounts as follows: one half vesting on December 31, 2024 and one half vesting on December 31, 2025, subject to Mr. Boehmler continuing to perform services for Quantum Computing Inc. (the "Company") in the capacity in which the grant was received on each applicable vesting date.

2. These options were issued to Mr. Boehmler on October 4, 2024, pursuant to the Company's 2022 Equity and Incentive Plan and according to the terms of the employment agreement by and between Mr. Boehmler and the Company. The options shall vest over three years from the anniversary date (July 1, 2024) of the Optionee's employment agreement (July 1, 2023) as follows: (i) 48,608 options vest immediately upon grant (October 4, 2024) and (ii) the remainder of the options shall vest in equal monthly installments starting November 1, 2024, of 2,315 options for thirty-two (32) months and 2,309 options in the thirty-third (33) month, subject to Mr. Boehmler continuing to perform services for the Company in the capacity in which the grant was received on each applicable vesting date.

	/s/ Christopher Boehmler	10/04/2024
	** 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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