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).

1. Name and Address of Reporting Person^*

OCONNOR SARAH A

(Last)

(First)

(Middle)

28 ESPLANADE

(Street)

ST HELIER

JE2 3QA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd [ QTNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2019

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)
Ordinary Shares	07/31/2019		M		4,680	A	⁽¹⁾	38,936	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)
Ordinary Share Option (Right to Buy)	$11.62							⁽²⁾	10/31/2025	Ordinary Shares	4,303		4,303	D
Ordinary Share Option (Right to Buy)	$9.26							⁽³⁾	08/05/2024	Ordinary Shares	10,800		10,800	D
Ordinary Share Option (Right to Buy)	$9.95							⁽⁴⁾	10/31/2024	Ordinary Shares	5,025		5,025	D
Ordinary Share Option (Right to Buy)	$5.73							⁽⁵⁾	10/31/2026	Ordinary Shares	8,726		8,726	D
Ordinary Share Option (Right to Buy)	$5.21							⁽⁶⁾	10/31/2027	Ordinary Shares	9,597		9,597	D
Restricted Stock Units	⁽¹⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	2,879		2,879	D
Restricted Stock Units	⁽¹⁾	07/31/2019		M			4,680	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	4,680	$0.00	4,680	D
Ordinary Share Option (Right to Buy)	$6.41							⁽⁹⁾	10/31/2028	Ordinary Shares	6,240		6,240	D

Explanation of Responses:

1. Restricted Stock Units convert into ordinary shares on a one-for-one basis.

2. All 4,303 options have vested and remain exercisable.

3. All 10,800 options have vested and remain exercisable.

4. All 5,025 options have vested and remain exercisable.

5. 5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019.

6. 3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020.

7. On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019.

8. On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 14,041 have vested and have been exercised. The remaining 4,680 restricted stock units will vest on October 31, 2019.

9. The options vest and become exercisable in three equal annual installments beginning October 31, 2019.

Remarks:

	/s/ Sarah O'Connor	08/01/2019
	** 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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