Quotient (QTNTQ) Form 4 Quotient / Frederick Hallsworth ownership change

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^*

Hallsworth Frederick

(Last) (First) (Middle)

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)
07/11/2018

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	07/11/2018		M		5,247	A	$5.8	49,616	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 Shares	7,505		7,505	D
Ordinary Share Option (Right to Buy)	$8							(3)	04/29/2024	Ordinary Shares	5,000		5,000	D
Option to Purchase Ordinary Shares	(4)							02/13/2014	08/30/2022	Ordinary Shares	20,014		20,014	D
Ordinary Share Option (Right to Buy)	$9.95							(5)	10/31/2024	Ordinary Shares	5,025		5,025	D
Ordinary Share Option (Right to Buy)	$5.73							(6)	10/31/2026	Ordinary Shares	8,726		8,726	D
Restricted Stock Units	(1)							(7)	(7)	Ordinary Shares	2,618		2,618	D
Warrant	$5.8	07/11/2018		M			5,247	(8)	07/31/2018	Ordinary Shares	5,247	$0.00	0	D
Ordinary Share Option (Right to Buy)	$5.21							(9)	10/31/2027	Ordinary Shares	9,597		9,597	D
Restricted Stock Units	(1)							(10)	(10)	Ordinary Shares	5,758		5,758	D

Explanation of Responses:

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

2. 5,004 options have vested and remain exercisable, 2,501 will vest on October 31, 2018.

3. All 5,000 options have vested and remain exercisable.

4. The exercise price will be paid in pounds sterling, at GBP0.91 per share.

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

6. 2,909 options vested on October 31, 2017 and remain exercisable, 2,909 options will vest on October 31, 2018, 2,908 options will vest on October 31, 2019.

7. On October 31, 2016, the Reporting Person was granted 5,236 restricted stock units, of which 2,618 have vested and have been exercised. The remaining 2,618 restricted stock units will vest on October 31, 2018.

8. The warrants are immediately exercisable.

9. The options vest and become exercisable in three equal annual installments beginning October 31, 2018.

10. On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, vesting in two equal installments on October 31, 2018 and October 31, 2019.

Remarks:

	/s/ Frederick Hallsworth	07/12/2018
	** 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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