Shabani Javad Form 3 Filed 2024-04-29

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Shabani Javad

2. Date of Event Requiring Statement (Month/Day/Year)

04/19/2024

3. Issuer Name and Ticker or Trading Symbol

Quantum Computing Inc. [QUBT]

(Last)

(First)

(Middle)

5 MARINE VIEW PLZ, SUITE 214

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

HOBOKEN, NJ 07030

(City)

(State)

(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,500⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	⁽²⁾	⁽²⁾	Common Stock	12,500	$1.19	D

Explanation of Responses:

1.	The common stock beneficially owned by Dr. Shabani includes 12,500 stock grants (the "Stock Grants") issued to Dr. Shabani pursuant to the Quantum Computing Inc. Technical Advisory Board Member Agreement by and between Dr. Shabani and the Issuer (the "Agreement"). Pursuant to the Notice of Termination of the Agreement (the "Termination Notice"), the Stock Grants were vested as of March 31, 2024.
2.	The stock options (the "Options") were granted to Dr. Shabani on December 18, 2023, pursuant to the Agreement. Pursuant to the Termination Notice, the Options were vested and exercisable as of March 31, 2024. The Options expire December 18, 2028.

	Signatures
	/s/ Javad Shabani	04/29/2024
	** 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).
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