Sec Form 4 Filing - SHROFF ZUBEEN @ Quotient Ltd - 2019-01-31

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

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1. Name and Address of Reporting Person SHROFF ZUBEEN 2. Issuer Name and Ticker or Trading Symbol Quotient Ltd [ QTNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GALEN PARTNERS,, 680 WASHINGTON BLVD 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2019 (Street) STAMFORD, CT06901 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 7,329,074 I See footnote ( 2 ) Ordinary Shares 01/31/2019 M 4,680 A 12,795 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) $ 11.62 ( 3 ) 10/31/2025 OrdinaryShares 7,505 7,505 D Ordinary Share Option (Right to Buy) $ 8 ( 4 ) 04/29/2024 OrdinaryShares 5,000 5,000 D Ordinary Share Option (Right to Buy) $ 9.95 ( 5 ) 10/31/2024 OrdinaryShares 5,025 5,025 D Ordinary Share Option (Right to Buy) $ 5.73 ( 6 ) 10/31/2026 OrdinaryShares 8,726 8,726 D Ordinary Share Option (Right to Buy) $ 5.21 ( 7 ) 10/31/2027 OrdinaryShares 9,597 9,597 D Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) OrdinaryShares 2,879 2,879 D Restricted Stock Units ( 1 ) 01/31/2019 M 4,680 ( 9 ) ( 9 ) OrdinaryShares 4,680 $ 0 14,041 D Ordinary Share Option (Right to Buy) $ 6.41 ( 10 ) 10/31/2028 OrdinaryShares 6,240 6,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHROFF ZUBEEN C/O GALEN PARTNERS, 680 WASHINGTON BLVD STAMFORD, CT06901 X X Signatures /s/ Zubeen Shroff 02/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units convert into ordinary shares on a one-for-one basis. ( 2 )Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Shroff is amanaging director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaimsbeneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. ( 3 )All 7,505 options have vested and remain exercisable. ( 4 )All 5,000 options have vested and remain exercisable ( 5 )All 5,025 options have vested and remain exercisable. ( 6 )5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019. ( 7 )3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020. ( 8 )On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31,2019. ( 9 )On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 4,680 have vested and have been exercised. The remaining 14,041 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019. ( 10 )The options vest and become exercisable in three equal annual installments beginning October 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).

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