Sec Form 4 Filing - McDonough Brian @ Quotient Ltd - 2016-10-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McDonough Brian 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) (Last) (First) (Middle) ELIZABETH HOUSE, 9 CASTLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2016 (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 10/31/2016 M 1,291 A 23,345 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 Ordinary Share Option (Right to Buy) $ 8 ( 2 ) 04/29/2024 Ordinary Shares 10,000 10,000 D Options to purchase ordinary shares ( 3 ) 11/14/2022 08/30/2022 Ordinary Shares 40,029 40,029 D Ordinary Share Option (Right to Buy) $ 9.95 ( 4 ) 10/31/2024 Ordinary Shares 5,025 5,025 D Ordinary Share Option (Right to Buy) $ 11.62 ( 5 ) 10/31/2025 Ordinary Shares 4,303 4,303 D Restricted Stock Units ( 1 ) 10/31/2016 M 1,291 ( 6 ) ( 6 ) Ordinary Shares 1,291 $ 0 1,291 D Ordinary Share Option (Right to Buy) $ 5.73 10/31/2016 A 8,726 ( 7 ) 10/31/2026 Ordinary Shares 8,726 $ 0 8,726 D Restricted Stock Units ( 1 ) 10/31/2016 A 5,236 ( 8 ) ( 8 ) Ordinary Shares 5,236 $ 0 5,236 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDonough Brian ELIZABETH HOUSE, 9 CASTLE STREET ST HELIER, Y9JE2 3RT X Signatures /s/ Brian McDonough 11/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units convert into ordinary shares on a one-for-one basis. ( 2 )6,666 options have vested and remain exercisable, 3,334 options will vest on April 29, 2017. ( 3 )The exercise price will be paid in pounds sterling, at GBP 0.91 per share. ( 4 )3,350 options have vested and remain exercisable, 1,675 options will vest on October 31, 2017. ( 5 )1,434 options vested on October 31, 2016 and remain exercisable, 1,434 options will vest on October 31, 2017, 1,435 options will vest on October 31, 2018. ( 6 )On October 31, 2015, the reporting person was granted 2,582 restricted stock units, of which 1,291 restricted stock units have vested and been exercised. The remaining 1,291 restricted stock units will vest on October 31, 2017. ( 7 )The options vest and become exercisable in three equal annual installments beginning October 31, 2017. ( 8 )On October 31, 2016, the reporting person was granted 5,236 restricted stock units, vesting in two equal installments on October 31, 2017 and October 31, 2018.

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.