Sec Form 4 Filing - Stackawitz Jeremy @ Quotient Ltd - 2019-04-30

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) C/O QUOTIENT LIMITED, 28 ESPLANADE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2019 (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 04/30/2019 M 22,500 A 154,439 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 EmployeeStockOption(right tobuy) $ 11.92 ( 1 ) 05/31/2026 Ordinary Shares 20,000 20,000 D EmployeeStockOption(right tobuy) $ 15.17 ( 2 ) 05/19/2025 Ordinary Shares 22,500 22,500 D EmployeeStockOption(right tobuy) $ 8 ( 3 ) 04/29/2024 Ordinary Shares 60,000 60,000 D EmployeeStockOption(right tobuy) $ 7.58 ( 4 ) 05/23/2027 Ordinary Shares 40,000 40,000 D Multi-yearPerformanceBasedRestrictedStock Unit ( 5 ) ( 5 ) 12/31/2019 Ordinary Shares 50,000 50,000 D RestrictedStock Units ( 7 ) ( 8 ) ( 8 ) Ordinary Shares 30,961 30,961 D Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Ordinary Shares 11,175 11,175 D Restricted Stock Units ( 6 ) 04/30/2019 A 22,500 ( 9 ) ( 9 ) Ordinary Shares 22,500 $ 0 22,500 D Restricted Stock Units ( 6 ) 04/30/2019 M 22,500 ( 9 ) ( 9 ) Ordinary Shares 22,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stackawitz Jeremy C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9JE2 3QA President Signatures /s/ Jeremy Stackawitz 05/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )13,334 options have vested and remain exercisable and 6,666 options will vest on June 1, 2019. ( 2 )All 22,500 options have vested and remain exercisable. ( 3 )All 60,000 options have vested and remain exercisable. ( 4 )13,333 vested on May 24, 2018 and remain exercisable, 13,333 options will vest on May 24, 2019, 13,334 options will vest on May 24, 2020. ( 5 )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 $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019. ( 6 )Restricted Stock Units convert into ordinary shares on a one-for-one basis. ( 7 )On May 24, 2018, the Reporting Person was granted 30,961 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019. ( 8 )On May 23, 2018, the Reporting Person was granted 11,175 restricted stock units that would vest on May 24, 2019 if certain business milestones were achieved on or before December 31, 2018. The business milestones were reached on December 12, 2018, and accordingly the restricted stock units will vest on May 24, 2019. ( 9 )On June 1, 2016, the Reporting Person was granted 22,500 restricted units that would vest on the date certain business milestones were achieved. The business milestones were achieved, and accordingly the 22,500 restricted stock units vested, on April 30, 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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