Sec Form 4 Filing - Farrell Edward @ Quotient Ltd - 2020-05-24

Insider filing report for Changes in Beneficial Ownership
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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
Farrell Edward
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)
Chief Operating Officer
(Last) (First) (Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2020
(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 05/24/2020 M 27,258 A 41,824 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 30,000 30,000 D
Employee Stock Option (right to buy) $ 15.17 ( 3 ) 05/19/2025 Ordinary Shares 30,000 30,000 D
Options to acquire ordinary shares ( 4 ) ( 5 ) 04/10/2023 Ordinary Shares 96,000 96,000 D
Employee Stock Option (right to buy) $ 8 ( 6 ) 04/29/2024 Ordinary Shares 79,000 79,000 D
Employee Stock Option (right to buy) $ 7.58 ( 7 ) 05/23/2027 Ordinary Shares 40,000 40,000 D
Restricted Stock Units ( 1 ) 05/24/2020 M 12,258 ( 8 ) ( 8 ) Ordinary Shares 12,258 $ 0 12,257 D
Restricted Stock Units ( 1 ) 05/24/2020 M 15,000 ( 9 ) ( 9 ) Ordinary Shares 15,000 $ 0 30,000 D
Restricted Stock Units ( 1 ) ( 10 ) ( 10 ) Ordinary Shares 2,232 2,232 D
Restricted Stock Units ( 1 ) 05/24/2020 A 55,000 ( 11 ) ( 11 ) Ordinary Shares 55,000 $ 0 55,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farrell Edward
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9JE2 3QA
Chief Operating Officer
Signatures
/s/ Edward Farrell 05/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units convert into ordinary shares on a one-for-one basis.
( 2 )All 30,000 options have vested and remain exercisable.
( 3 )All 30,000 options have vested and remain exercisable.
( 4 )The exercise price will be paid in pounds sterling, at GBP0.003 per share.
( 5 )All 96,000 options have vested and remain exercisable.
( 6 )All 79,000 options have vested and remain exercisable.
( 7 )All 40,000 options have vested and remain exercisable.
( 8 )On May 24, 2018, the Reporting Person was granted 36,773 Restricted Stock Units, of which 24,516 have vested and have been exercised. The remaining 12,257 Restricted Stock Units will vest on May 24, 2021.
( 9 )On May 24, 2019, the Reporting Person was granted 45,000 Restricted Stock Units, of which 15,000 have vested and have been exercised. The remaining 30,000 Restricted Stock Units will vest in two equal installments on May 24, 2021 and May 24, 2022.
( 10 )On January 7, 2020, the Reporting Person was granted 2,232 Restricted Stock Units, vesting in three equal annual installments beginning January 7, 2021.
( 11 )On May 24, 2020, the Reporting Person was granted 55,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2021.

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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