Form 4 Quotient Ltd For: Feb 24 Filed by: Walt Franz

February 25, 2019 6:39 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 *
Walt Franz

(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2019
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 02/24/2019 M 7,645 A (1) 193,631 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) $ 4.41 (2) 02/19/2028 Ordinary Shares 22,676 22,676 D
Ordinary Share Option (Right to Buy) $ 4.71 (3) 04/01/2028 Ordinary Shares 30,000 30,000 D
Restricted Stock Units (1) 02/24/2019 M 7,645 (4) (4) Ordinary Shares 7,645 $ 0 22,937 D
Restricted Stock Units (1) (5) (5) Ordinary Shares 22,500 22,500 D
Ordinary Share Option (Right to Buy) $ 6.54 (6) 10/31/2028 Ordinary Shares 45,872 45,872 D
Ordinary Share Option (Right to Buy) $ 7.54 (7) 10/31/2028 Ordinary Shares 70,000 70,000 D
Restricted Stock Units (1) (8) (8) Ordinary Shares 91,743 91,743 D
Explanation of Responses:
1. Restricted Stock Units convert into ordinary shares on a one-for-one basis.
2. The options vest and become exercisable in three equal installments beginning February 19, 2019.
3. The options vest and become exercisable in three equal annual installments beginning April 1, 2019.
4. On May 24, 2018, the remuneration committee of Quotient Ltd.'s (the "Company") board of directors approved the grant of 91,743 restricted stock units to the Reporting Person, subject to the Company's shareholders' approval of certain amendments to the Company's 2014 Stock Incentive Plan (the "Plan"). On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 91,743 restricted stock units, 68,806 restricted stock units have vested and have been exercised. The remaining 22,937 restricted stock units will vest in three equal monthly installments on March 24, 2019, April 24, 2019 and May 24, 2019.
5. On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 22,500 restricted stock units have vested and have been exercised. The remaining 22,500 units will vest in six equal monthly installments on March 2, 2019, April 2, 2019, May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019.
6. The options vest and become exercisable in two equal annual installments beginning May 24, 2019.
7. The options vest and become exercisable in two equal annual installments beginning August 2, 2019.
8. On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020.
/s/ Franz Walt, by Allein Sabel his attorney in fact 02/25/2019
** Signature of Reporting Person Date
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