Quotient (QTNTQ) Form 4 Quotient / ZUBEEN SHROFF 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^*

SHROFF ZUBEEN

(Last) (First) (Middle)

C/O GALEN PARTNERS,

680 WASHINGTON BLVD

(Street)

STAMFORD CT 06901

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2019

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								7,329,074	I	See footnote(2)
Ordinary Shares	10/31/2019		M		7,559	A	(1)	29,715	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							(3)	10/31/2025	Ordinary Shares	7,505		7,505	D
Ordinary Share Option (Right to Buy)	$8							(4)	04/29/2024	Ordinary Shares	5,000		5,000	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
Ordinary Share Option (Right to Buy)	$5.21							(7)	10/31/2027	Ordinary Shares	9,597		9,597	D
Restricted Stock Units	(1)	10/31/2019		M			2,879	(8)	(8)	Ordinary Shares	2,879	$0.00	0	D
Restricted Stock Units	(1)	10/31/2019		M			4,680	(9)	(9)	Ordinary Shares	4,680	$0.00	0	D
Ordinary Share Option (Right to Buy)	$6.41							(10)	10/31/2028	Ordinary Shares	6,240		6,240	D
Restricted Stock Units	(1)	10/31/2019		A		15,424		(11)	(11)	Ordinary Shares	15,424	$0.00	15,424	D
Ordinary Share Option (Right to Buy)	$7.78	10/31/2019		A		8,158		(12)	10/31/2029	Ordinary Shares	8,158	$0.00	8,158	D

Explanation of Responses:

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

2. Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Shroff is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

3. All 7,505 options have vested and remain exercisable.

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

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

6. All 8,726 options have vested and remain exercisable.

7. 6,398 options have vested and remain exercisable, and 3,199 options will vest on October 31, 2020.

8. On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, all of which have vested and have been exercised.

9. On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, all of which have vested and have been exercised.

10. 2,080 options vested on October 31, 2019 and remain exercisable, 2,080 options will vest on October 31, 2020 and 2,080 options will vest on October 31, 2021.

11. On October 31, 2019, the Reporting Person was granted 15,424 restricted stock units, vesting in four equal installments on January 31, 2020, April 30, 2020, July 31, 2020 and October 31, 2020.

12. The options vest and become exercisable in three equal annual installments beginning October 31, 2020.

Remarks:

	/s/ Zubeen Shroff	11/04/2019
	** 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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