Roland Boyd Form 4 Quotient / Roland Boyd 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Boyd Roland

(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)
05/24/2018

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								16,000	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	15,000		15,000	D
Multi-year Performance Based Restricted Stock Units	(2)							(2)	12/31/2018	Ordinary Shares	15,000		15,000	D
Multi-year Performance Based Restricted Stock Units	(3)							(3)	12/31/2018	Ordinary Shares	15,000		15,000	D
Employee Stock Option (right to buy)	$15.17							(4)	05/19/2025	Ordinary Shares	15,000		15,000	D
Employee Stock Option (right to buy)	$8							(5)	04/29/2024	Ordinary Shares	25,000		25,000	D
Options to purchase ordinary shares	(6)							(7)	02/14/2023	Ordinary Shares	32,000		32,000	D
Options to purchase ordinary shares	$3.29							(8)	06/27/2023	Ordinary Shares	8,000		8,000	D
Employee Stock Option (right to buy)	$7.58							(9)	05/23/2027	Ordinary Shares	13,000		13,000	D
Multi-year Performance Based Restricted Stock Unit	(10)							(10)	12/31/2019	Ordinary Shares	6,000		6,000	D
Restricted Stock Units	(11)	05/24/2018		A		10,000		(12)	(12)	Ordinary Shares	10,000	$0.00	10,000	D

Explanation of Responses:

1. 10,000 options have vested and remain exercisable and 5,000 options will vest on June 1, 2019.

2. 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 $40.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.

3. Each 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 $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.

4. All 15,000 options have vested and remain exercisable.

5. All 25,000 options have vested and remain exercisable.

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

7. All 32,000 options have vested and remain exercisable.

8. All 8,000 options have vested and remain exercisable.

9. 4,333 options vested on May 24, 2018 and remain exercisable, 4,333 options will vest on May 24, 2019, 4,334 options will vest on May 24, 2020.

10. Each 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.

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

12. On May 24, 2018, the Reporting Person was granted 10,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019.

Remarks:

Group Financial Controller and Treasurer

	/s/ Roland Boyd	06/01/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.