Quotient (QTNTQ) Form 4 Quotient / Brian McDonough 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^*

McDonough Brian

(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)
07/31/2020

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	07/31/2020		M		3,856	A	(6)	43,865	D
Ordinary Shares								53,040	I	By the McDonough-McGuire Joint Revocable Trust(9)

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 Shares Option (Right to buy)	$8							(1)	04/29/2024	Ordinary Shares	10,000		10,000	D
Options to purchase ordinary shares	(2)							11/14/2014	08/30/2022	Ordinary Shares	40,029		40,029	D
Ordinary Shares Option (Right to buy)	$9.95							(3)	10/31/2024	Ordinary Shares	5,025		5,025	D
Ordinary Shares Option (Right to buy)	$11.62							(4)	10/31/2025	Ordinary Shares	4,303		4,303	D
Ordinary Shares Option (Right to buy)	$5.73							(5)	10/31/2026	Ordinary Shares	8,726		8,726	D
Ordinary Shares Option (Right to buy)	$5.21							(7)	10/31/2027	Ordinary Shares	9,597		9,597	D
Ordinary Shares Option (Right to buy)	$6.41							(8)	10/31/2028	Ordinary Shares	6,240		6,240	D
Restricted Stock Units	(6)	07/31/2020		M			3,856	(10)	(10)	Ordinary Shares	3,856	$0.00	3,856	D
Ordinary Shares Option (Right to buy)	$7.78							(11)	10/31/2029	Ordinary Shares	8,158		8,158	D

Explanation of Responses:

1. All 10,000 options have vested and remain exercisable.

2. The exercise price will be paid in pounds sterling, at GBP 0.91 per share.

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

4. All 4,303 options have vested and remain exercisable.

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

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

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

8. 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.

9. The Reporting Person and his spouse are Co-Trustees of their successors in trust, of the McDonough-McGuire Joint Revocable Trust, dated May 14, 2013. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these ordinary shares in this report shall not be deemed an admission of beneficial ownership of all of the reported ordinary shares for purposes of Section 16 or for any other purpose.

10. On October 31, 2019, the Reporting Person was granted 15,424 restricted stock units. Of the 15,424 restricted stock units, 11,568 restricted stock units have vested and have been exercised. The remaining 3,856 restricted stock units will vest on October 31, 2020.

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

Remarks:

	/s/ Brian McDonough	08/04/2020
	** 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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