Walt Franz 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2019

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	08/24/2019		M		7,645	A	(1)	262,003	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
Restricted Stock Units	(1)	08/24/2019		M			7,645	(6)	(6)	Ordinary Shares	7,645	$0.00	68,808	D
Ordinary Share Option (Right to Buy)	$10.52							(7)	07/16/2029	Ordinary Shares	28,517		28,517	D

Explanation of Responses:

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

2. 7,558 options have vested and remain exercisable. 7,559 options will vest on February 19, 2020 and 7,559 options will vest on February 19, 2021.

3. 10,000 options have vested and remain exercisable. 10,000 options will vest on April 1, 2020 and 10,000 options will vest on April 1, 2021.

4. 22,936 options have vested and remain exercisable. 22,936 options will vest on May 24, 2020.

5. 35,000 options have vested and remain exercisable. 35,000 options will vest on August 2, 2020.

6. On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units. Of the 91,743 restricted stock units, 22,935 restricted stock units have vested and have been exercised. The remaining 68,808 restricted stock units will vest in nine equal installments on September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020.

7. The options vest and become exercisable on May 24, 2020.

Remarks:

	/s/ Franz Walt, by Allein Sabel his attorney in fact	08/26/2019
	** 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).
** 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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