Farrell Edward Form 4 Quotient / Edward Farrell 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^*

Farrell Edward

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2020

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								29,013	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							(2)	05/31/2026	Ordinary Shares	30,000		30,000	D
Employee Stock Option (right to buy)	$15.17							(3)	05/19/2025	Ordinary Shares	30,000		30,000	D
Options to acquire ordinary shares	(4)							(5)	04/10/2023	Ordinary Shares	96,000		96,000	D
Employee Stock Option (right to buy)	$8							(6)	04/29/2024	Ordinary Shares	79,000		79,000	D
Employee Stock Option (right to buy)	$7.58							(7)	05/23/2027	Ordinary Shares	40,000		40,000	D
Restricted Stock Units	(1)							(8)	(8)	Ordinary Shares	12,257		12,257	D
Restricted Stock Units	(1)							(9)	(9)	Ordinary Shares	30,000		30,000	D
Restricted Stock Units	(1)							(10)	(10)	Ordinary Shares	2,232		2,232	D
Restricted Stock Units	(1)							(11)	(11)	Ordinary Shares	55,000		55,000	D
Ordinary Share Option (Right to Buy)	$4.72	10/31/2020		A		20,000		(12)	10/31/2030	Ordinary Shares	20,000	$0.00	20,000	D

Explanation of Responses:

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

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

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

4. The exercise price will be paid in pounds sterling, at GBP0.003 per share.

5. All 96,000 options have vested and remain exercisable.

6. All 79,000 options have vested and remain exercisable.

7. All 40,000 options have vested and remain exercisable.

8. On May 24, 2018, the Reporting Person was granted 36,773 Restricted Stock Units, of which 24,516 have vested and have been exercised. The remaining 12,257 Restricted Stock Units will vest on May 24, 2021.

9. On May 24, 2019, the Reporting Person was granted 45,000 Restricted Stock Units, of which 15,000 have vested and have been exercised. The remaining 30,000 Restricted Stock Units will vest in two equal installments on May 24, 2021 and May 24, 2022.

10. On January 7, 2020, the Reporting Person was granted 2,232 Restricted Stock Units, vesting in three equal annual installments beginning January 7, 2021.

11. On May 24, 2020, the Reporting Person was granted 55,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2021.

12. The option vests and becomes exercisable in three equal annual installments beginning October 31, 2021.

Remarks:

	/s/ Edward Farrell	11/03/2020
	** 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).
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