Sec Form 4 Filing - Stackawitz Jeremy @ Quotient Ltd - 2017-10-26

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 Stackawitz Jeremy 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) President (Last) (First) (Middle) 28 ESPLANADE 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2017 (Street) ST HELIER, Y9JE2 3QA 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 10/26/2017 A 2,099 ( 1 ) A $ 4.64 129,840 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 ( 2 ) 05/31/2026 Ordinary Shares 20,000 20,000 D Multi-year Performance Based Restricted Stock Units ( 3 ) ( 3 ) 12/31/2018 Ordinary Shares 20,000 20,000 D Multi-year Performance Based Restricted Stock Units ( 4 ) ( 4 ) 12/31/2018 Ordinary Shares 22,500 22,500 D Employee Stock Option (right to buy) $ 15.17 ( 5 ) 05/19/2025 Ordinary Shares 22,500 22,500 D Employee Stock Option (right to buy) $ 8 ( 6 ) 04/29/2024 Ordinary Shares 60,000 60,000 D Employee Stock Option (right to buy) $ 7.58 ( 7 ) 05/23/2027 Ordinary Shares 40,000 40,000 D Multi-year Performance Based Restricted Stock Unit ( 8 ) ( 8 ) 12/31/2019 Ordinary Shares 50,000 50,000 D Warrant $ 5.8 10/26/2017 A 2,099 10/26/2017 07/31/2018 Ordinary Shares 2,099 ( 1 ) $ 0.125 2,099 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stackawitz Jeremy 28 ESPLANADE ST HELIER, Y9JE2 3QA President Signatures /s/ Jeremy Stackawitz 10/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person purchased 2,099 ordinary shares and a warrant to purchase 2,099 ordinary shares from Quotient in a private placement transaction. ( 2 )6,667 options have vested and remain exercisable, 6,667 options will vest on June 1, 2018, 6,666 options will vest on June 1, 2019. ( 3 )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. ( 4 )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. ( 5 )15,000 options have vested and remain exercisable, 7,500 will vest on May 20, 2018. ( 6 )All 60,000 options have vested and remain exercisable. ( 7 )The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018. ( 8 )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.

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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