Quotient (QTNTQ) Form 4 Quotient / Jeremy Stackawitz 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^*

Stackawitz Jeremy

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2019

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	04/30/2019		M		22,500	A	(6)	154,439	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
Employee Stock Option (right to buy)	$11.92							(1)	05/31/2026	Ordinary Shares	20,000		20,000	D
Employee Stock Option (right to buy)	$15.17							(2)	05/19/2025	Ordinary Shares	22,500		22,500	D
Employee Stock Option (right to buy)	$8							(3)	04/29/2024	Ordinary Shares	60,000		60,000	D
Employee Stock Option (right to buy)	$7.58							(4)	05/23/2027	Ordinary Shares	40,000		40,000	D
Multi-year Performance Based Restricted Stock Unit	(5)							(5)	12/31/2019	Ordinary Shares	50,000		50,000	D
Restricted Stock Units	(7)							(8)	(8)	Ordinary Shares	30,961		30,961	D
Restricted Stock Units	(6)							(8)	(8)	Ordinary Shares	11,175		11,175	D
Restricted Stock Units	(6)	04/30/2019		A		22,500		(9)	(9)	Ordinary Shares	22,500	$0.00	22,500	D
Restricted Stock Units	(6)	04/30/2019		M		22,500		(9)	(9)	Ordinary Shares	22,500	$0.00	0	D

Explanation of Responses:

1. 13,334 options have vested and remain exercisable and 6,666 options will vest on June 1, 2019.

2. All 22,500 options have vested and remain exercisable.

3. All 60,000 options have vested and remain exercisable.

4. 13,333 vested on May 24, 2018 and remain exercisable, 13,333 options will vest on May 24, 2019, 13,334 options will vest on May 24, 2020.

5. Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.

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

7. On May 24, 2018, the Reporting Person was granted 30,961 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019.

8. On May 23, 2018, the Reporting Person was granted 11,175 restricted stock units that would vest on May 24, 2019 if certain business milestones were achieved on or before December 31, 2018. The business milestones were reached on December 12, 2018, and accordingly the restricted stock units will vest on May 24, 2019.

9. On June 1, 2016, the Reporting Person was granted 22,500 restricted units that would vest on the date certain business milestones were achieved. The business milestones were achieved, and accordingly the 22,500 restricted stock units vested, on April 30, 2019.

Remarks:

	/s/ Jeremy Stackawitz	05/02/2019
	** 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).
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