Quotient (QTNTQ) Form 4 Quotient / Franz Walt 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^*

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2021

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	04/24/2021		M		7,646	A	(1)	414,909	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
Ordinary Share Option(Right to Buy)	$6.54							(4)	10/31/2028	Ordinary Shares	45,872		45,872	D
Ordinary Share Option(Right to Buy)	$7.54							(5)	10/31/2028	Ordinary Shares	70,000		70,000	D
Ordinary Share Option(Right to Buy)	$10.52							(6)	07/16/2029	Ordinary Shares	28,517		28,517	D
Ordinary Share Option(Right to Buy)	$7.69							(7)	05/24/2030	Ordinary Shares	60,438		60,438	D
Restricted Stock Units	(1)	04/24/2021		M			7,646	(8)	(8)	Ordinary Shares	7,646	$0.00	7,645	D

Explanation of Responses:

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

2. All 22,676 options have vested and remain exercisable.

3. All 30,000 options have vested and remain exercisable.

4. All 45,872 options have vested and remain exercisable.

5. All 70,000 options have vested and remain exercisable.

6. All of the options have vested and remain exercisable.

7. The options vest and become exercisable on May 24, 2021.

8. On May 24, 2020, the Reporting Person was granted 91,743 Restricted Stock Units. Of the 91,743 Restricted Stock Units, 84,098 have vested and have been exercised. The remaining 7,645 Restricted Stock Units will vest on May 24, 2021.

Remarks:

The Reporting Person resigned from his positions as Chief Executive Officer and director of the board of the Issuer, effective as of April 1, 2021, and is currently serving as an executive employee of the Issuer until he retires on May 24, 2021.

	/s/ Franz Walt, by So Yeon Kim his attorney in fact	04/26/2021
	** 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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