FAGENSON ROBERT B Form 3 Filed 2021-11-10

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 ^*

FAGENSON ROBERT B

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

02/17/2021

3. Issuer Name and Ticker or Trading Symbol

Quantum Computing Inc. [QUBT]

(Last)

(First)

(Middle)

C/O QUANTUM COMPUTING INC., 215 DEPOT COURT SE #215

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)

LEESBURG,, VA 20175

(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, par value $0.0001	100,000⁽¹⁾	I	See Footnote⁽¹⁾

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 to purchase shares of Common Stock	⁽²⁾	⁽²⁾	Common Stock	100,000	⁽²⁾	D

Explanation of Responses:

On August 27, 2020, the reporting person, through Fagenson Fixed Income Partners, LLC, for which the reporting person serves as managing member, subscribed for and purchased from the Issuer 100,000 shares of the Issuer's common stock at a purchase price of $1.00 per share (prior to joining the Company as a director on February 17, 2021).

Pursuant to the terms of the non-qualified stock option agreement, entered into by and between Mr. Fagenson and the Issuer, and dated March 1, 2021 (the "Effective Date"), Mr. Fagenson was granted non-qualified stock options to purchase up to an aggregate of 100,000 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $8.85 per share (the "Stock Options"). The Stock Options shall vest as follows: 33,333 (or 1/3) of the Stock Options shall vest on the first anniversary of the Effective Date, 33,333 (or 2/3) shall vest on the second anniversary of the Effective Date, and the remainder of the Stock Options shall vest on the third anniversary of the Effective Date. In lieu of fractional vesting, the number of Stock Options will be rounded up each time until fractional Stock Options are eliminated.

	Signatures
	/s/ Robert Fagenson	11/10/2021
	** Signature of Reporting Person	Date
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