Dianat Pouya Form 4 Filed 2025-06-05

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

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 ^*

Dianat Pouya

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 Revenue Officer

(Last)

(First)

(Middle)

5 MARINE VIEW PLZ, #214

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2025

(Street)

HOBOKEN, NJ 07030

(City)

(State)

(Zip)

4. If Amendment, Date 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	05/22/2025		M		1,810⁽¹⁾	A	$7.96	1,810	D
Common Stock	05/28/2025		M		1,810	D	$12.79⁽³⁾	0	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Shares of Common Stock

$7.96

05/28/2025

5,600

⁽¹⁾⁽²⁾

02/19/2030

Common Stock

1,810

$ 0

Explanation of Responses:

1.	These shares were acquired by the Reporting Person on May 22, 2025 by exercising the 2025 Stock Options (defined below), all of which were vested, using a "net exercise" method at a cashless exercise price of $11.764 per share, resulting in the issuance of 1,810 shares of the Company's common stock, par value $0.0001 per share ("Common Stock").
2.	The option became exercisable as follows: Pursuant to the Quantum Computing Inc. Non-Qualified Stock Option Agreement (Employee) by and between the Reporting Person and the Issuer, dated February 19, 2025, the Reporting Person was granted non-qualified stock options to purchase up to 5,600 shares (the "2025 Stock Options"), of Common Stock, at an exercise price of $7.96 per share. The 2025 Stock Options vested immediately and were exercisable until February 19, 2030.
3.	The price reported in Column 4 is a weighted average price of $12.79 per share.

	Signatures
	/s/ Pouya Dianat	06/05/2025
	** Signature of Reporting Person	Date
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