Sec Form 4 Filing - Boyd Roland @ Quotient Ltd - 2019-08-19

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 Boyd Roland 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) See Remarks (Last) (First) (Middle) C/O QUOTIENT LIMITED, 28 ESPLANADE 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2019 (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 08/19/2019 M 32,000 A 62,508 D Ordinary Shares 08/19/2019 M 8,000 A $ 3.29 70,508 D Ordinary Shares 08/19/2019 M 21,100 A $ 8 91,608 D Ordinary Shares 08/19/2019 S 21,100 D $ 10.95 70,508 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 ( 1 ) 05/31/2026 Ordinary Shares 15,000 15,000 D Employee Stock Option (right to buy) $ 15.17 ( 2 ) 05/19/2025 Ordinary Shares 15,000 15,000 D Employee Stock Option (right to buy) $ 8 08/19/2019 M 21,100 ( 3 ) 04/29/2024 Ordinary Shares 21,100 $ 0 3,900 D Options to purchase ordinary shares ( 4 ) 08/19/2019 M 32,000 ( 5 ) 02/14/2023 Ordinary Shares 32,000 $ 0 0 D Options to purchase ordinary shares $ 3.29 08/19/2019 M 8,000 ( 6 ) 06/27/2023 Ordinary Shares 8,000 $ 0 0 D Employee Stock Option (right to buy) $ 7.58 ( 7 ) 05/23/2027 Ordinary Shares 13,000 13,000 D Multi-year Performance Based Restricted Stock Unit ( 8 ) ( 8 ) 12/31/2019 Ordinary Shares 6,000 6,000 D Restricted Stock Units ( 9 ) ( 10 ) ( 10 ) Ordinary Shares 6,667 6,667 D Restricted Stock Units ( 9 ) ( 11 ) ( 11 ) Ordinary Shares 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boyd Roland C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9JE2 3QA See Remarks Signatures /s/ Roland Boyd 08/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )10,000 options have vested and remain exercisable and 5,000 options will vest on June 1, 2019. ( 2 )All 15,000 options have vested and remain exercisable. ( 3 )All 25,000 options have vested and remain exercisable. ( 4 )The exercise price will be paid in pounds sterling, at GBP 0.91 per share. ( 5 )All 32,000 options have vested and remain exercisable. ( 6 )All 8,000 options have vested and remain exercisable. ( 7 )8,666 options have vested and remain exercisable. 4,334 options will vest on May 24, 2020. ( 8 )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. ( 9 )Restricted Stock Units convert into ordinary shares on a one-for-one basis. ( 10 )On May 24, 2018, the Reporting Person was granted 10,000 Restricted Stock Units, of which 3,333 have vested and have been exercised. The remaining 6,667 Restricted Stock Units will vest in two equal installments on May 24, 2020 and May 24, 2021. ( 11 )On May 24, 2019, the Reporting Person was granted 20,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2020.

Remarks: Group Financial Controller and Treasurer

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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