Form 4 Quotient Ltd For: Jan 31 Filed by: von Prondzynski Heino

February 4, 2019 4:07 PM
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 *
von Prondzynski Heino

(Last) (First) (Middle)
C/O QUOTIENT LIMITED
28 ESPLANADE

(Street)
ST HELIER Y9 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)
01/31/2019
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)
Code V Amount (A) or (D) Price
Ordinary Shares 01/31/2019 M 7,428 A (1) 154,813 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
Ordinary share Option (Right to Buy) $ 11.62 (2) 10/31/2025 Ordinary share 4,303 4,303 D
Ordinary share Option (Right to Buy) $ 5.73 (3) 10/31/2026 Ordinary share 8,726 8,726 D
Restricted Stock Units (1) (4) (4) Ordinary share 12,634 12,634 D
Ordinary share Option (Right to Buy) $ 5.21 (5) 10/31/2027 Ordinary share 9,597 9,597 D
Restricted Stock Units (1) (6) (6) Ordinary share 2,879 2,879 D
Restricted Stock Units (1) (7) (7) Ordinary share 8,287 8,287 D
Restricted Stock Units (1) 01/31/2019 M 4,680 (8) (8) Ordinary share 4,680 $ 0 14,041 D
Restricted Stock Units (1) 01/31/2019 M 2,748 (9) (9) Ordinary share 2,748 $ 0 8,242 D
Ordinary share Option (Right to Buy) $ 6.41 (10) 10/31/2028 Ordinary share 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. 5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019.
4. On September 4, 2017, the reporting person was granted 25,268 restricted stock units, of which 12,634 restricted stock units have vested and have been exercised. The remaining 12,634 restricted stock units will vest on September 4, 2019.
5. 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.
6. 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.
7. On April 4, 2018, the Reporting Person was granted 33,150 restricted stock units, of which 24,863 restricted stock units have vested and have converted to ordinary shares. The remaining 8,287 restricted stock units will vest on April 4, 2019.
8. On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 4,680 have vested and have been exercised. The remaining 14,041 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019.
9. On October 31, 2018, the Reporting Person was granted 10,990 restricted stock units, of which 2,748 have vested and have been exercised. The remaining 8,242 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019.
10. The options vest and become exercisable in three equal annual installments beginning October 31, 2019.
/s/ Heino von Prondzynski 02/04/2019
** Signature of Reporting Person Date
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