Catherine Larue Form 4 Quotient / Catherine Larue 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^*

Larue Catherine

(Last) (First) (Middle)

C/O QUOTIENT LIMITED, B1, BUSINESS PARK

TERRE BONNE, ROUTE DE CRASSIER 13

(Street)

EYSINS V8 1262

(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)
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	10/31/2020		M		4,158	A	(1)	4,158	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
Restricted Stock Units	(1)	10/31/2020		M			4,158	(2)	(2)	Ordinary Shares	4,158	$0.00	0	D
Ordinary Share Option (Right to Buy)	$4.81							(3)	09/01/2030	Ordinary Shares	20,790		20,790	D
Ordinary Share Option (Right to Buy)	$4.81							(4)	09/01/2030	Ordinary Shares	2,171		2,171	D
Restricted Stock Units	(1)	10/31/2020		A		15,385		(5)	(5)	Ordinary Shares	15,385	$0.00	15,385	D
Ordinary Share Option (Right to Buy)	$4.55	10/31/2020		A		13,611		(6)	10/31/2030	Ordinary Shares	13,611	$0.00	13,611	D

Explanation of Responses:

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

2. On September 1, 2020, the Reporting Person was granted 4,158 Restricted Stock Units, all of which have vested and have been exercised.

3. The option vests and becomes exercisable in three equal annual installments beginning September 1, 2021. The option was granted as an inducement grant pursuant to Nasdaq listing rule 5635(c)(4).

4. 724 options vested on October 31, 2020 and remain exercisable, and the remaining 1,447 options will vest in two equal annual installments.

5. On October 31, 2020, the Reporting Person was granted 15,385 restricted stock units, which will vest in four equal installments on January 31, 2021, April 30, 2021, July 31, 2021 and October 31, 2021.

6. The options vest and become exercisable on October 31, 2021.

Remarks:

	/s/ Catherine Larue	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).
** 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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