Sec Form 4 Filing - Unger Stephen @ Quotient Ltd - 2016-06-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Unger Stephen 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 Financial Officer (Last) (First) (Middle) ELIZABETH HOUSE, 9 CASTLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2016 (Street) ST HELIER, Y9JE2 3RT 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/01/2016 S 1,503 D $ 10.78 ( 1 ) 21,497 D Ordinary Shares 06/02/2016 S 7,013 D $ 10.43 ( 2 ) 14,484 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 06/01/2016 A 15,000 ( 3 ) 05/31/2026 Ordinary Shares 15,000 $ 0 15,000 D Multi-year Performance Based Restricted Stock Units ( 4 ) 06/01/2016 A 15,000 ( 4 ) 12/31/2018 Ordinary Shares 15,000 $ 0 15,000 D Multi-year Performance Based Restricted Stock Units ( 5 ) ( 5 ) 12/31/2018 Ordinary Shares 22,500 22,500 D Employee Stock Option (right to buy) $ 15.17 ( 6 ) 05/19/2025 Ordinary Shares 22,500 22,500 D Employee Stock Option (right to buy) $ 8 ( 7 ) 04/29/2024 Ordinary Shares 50,800 50,800 D Options to Purchase Ordinary shares $ 8 ( 8 ) 03/03/2024 Ordinary Shares 67,200 67,200 D Options to Purchase Ordinary shares $ 3.29 ( 9 ) 06/27/2023 Ordinary Shares 32,000 32,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Unger Stephen ELIZABETH HOUSE, 9 CASTLE STREET ST HELIER, Y9JE2 3RT Chief Financial Officer Signatures /s/ Stephen Unger 06/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $10.895, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.25 to $10.79, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. ( 3 )The options will vest and become exercisable in three equal annual installments beginning on June 1, 2017. ( 4 )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. ( 5 )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. ( 6 )7,500 options vested on 5/20/2016 and remain exercisable, 7,500 will vest on 5/20/2017, 7,500 will vest on 5/20/2018. ( 7 )33,866 options have vested and remain exercisable, 16,934 options will vest on 4/29/2017. ( 8 )44,800 options have vested and remain exercisable, 22,400 options will vest on 3/4/2017. ( 9 )21,334 options have vested and remain exercisable, 10,666 options will vest on 6/28/2016.

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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