Sec Form 4 Filing - Walt Franz @ 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
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)
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 7,646 A 330,811 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 Shares 22,676 22,676 D
Ordinary Share Option (Right to Buy) $ 4.71 ( 3 ) 04/01/2028 Ordinary Shares 30,000 30,000 D
Ordinary Share Option (Right to Buy) $ 6.54 ( 4 ) 10/31/2028 Ordinary Shares 45,872 45,872 D
Ordinary Share Option (Right to Buy) $ 7.54 ( 5 ) 10/31/2028 Ordinary Shares 70,000 70,000 D
Restricted Stock Units ( 1 ) 05/24/2020 M 7,646 ( 6 ) ( 6 ) Ordinary Shares 7,646 $ 0 0 D
Ordinary Share Option (Right to Buy) $ 10.52 ( 7 ) 07/16/2029 Ordinary Shares 28,517 28,517 D
Ordinary Share Option (Right to Buy) $ 7.69 05/24/2020 A 60,438 ( 8 ) 05/24/2030 Ordinary Shares 60,438 $ 0 60,438 D
Restricted Stock Units ( 1 ) 05/24/2020 A 91,743 ( 9 ) ( 9 ) Ordinary Shares 91,743 $ 0 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 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 )15,117 options have vested and remain exercisable. 7,559 options will vest on February 19, 2021.
( 3 )20,000 options have vested and remain exercisable. 10,000 options will vest on April 1, 2021.
( 4 )All 45,872 options have vested and remain exercisable.
( 5 )35,000 options have vested and remain exercisable. 35,000 options will vest on August 2, 2020.
( 6 )On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units. All 91,743 restricted stock units have vested and have been exercised.
( 7 )All of the options have vested and remain exercisable.
( 8 )The options vest and become exercisable on May 24, 2021.
( 9 )On May 24, 2020, the Reporting Person was granted 91,743 Restricted Stock Units, vesting in twelve equal monthly installments beginning June 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).

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