Sec Form 4 Filing - Walt Franz @ Quotient Ltd - 2019-01-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Walt Franz
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
(Last) (First) (Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2019
(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 01/02/2019 M 3,750 A 174,591 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) $ 4.41 ( 2 ) 02/19/2028 Ordinary Share 22,676 22,676 D
Ordinary Share Option (Right to Buy) $ 4.71 ( 3 ) 04/01/2028 Ordinary Share 30,000 30,000 D
Restricted Stock Units ( 1 ) ( 4 ) ( 4 ) Ordinary Shares 38,227 38,227 D
Restricted Stock Units ( 1 ) 01/02/2019 M 3,750 ( 5 ) ( 5 ) Ordinary Shares 3,750 $ 0 26,250 D
Ordinary Share Option (Right to Buy) $ 6.54 ( 6 ) 10/31/2028 Ordinary Shares 45,872 45,872 D
Ordinary Share Option (Right to Buy) $ 7.54 ( 7 ) 10/31/2028 Ordinary Shares 70,000 70,000 D
Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) Ordinary Shares 91,743 91,743 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walt Franz
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9JE2 3QA
X Chief Executive Officer
Signatures
/s/ Franz Walt, by Allein Sabel his attorney in fact 01/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units convert into ordinary shares on a one-for-one basis.
( 2 )The options vest and become exercisable in three equal installments beginning February 19, 2019.
( 3 )The options vest and become exercisable in three equal annual installments beginning April 1, 2019.
( 4 )On May 24, 2018, the Reporting Person was granted 91,743 restricted stock units, of which 53,516 restricted stock units have vested and have been exercised. The remaining 38,227 restricted stock units will vest in five equal monthly installments on January 24, 2019, February 24, 2019, March 24, 2019, April 24, 2019 and May 24, 2019.
( 5 )On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 18,750 restricted stock units have vested and have been exercised. The remaining 26,250 units will vest in seven equal monthly installments on February 2, 2019, March 2, 2019, April 2, 2019, May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019.
( 6 )The options vest and become exercisable in two equal annual installments beginning May 24, 2019.
( 7 )The options vest and become exercisable in two equal annual installments beginning August 2, 2019.
( 8 )On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, 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.

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.