Sec Form 4 Filing - Larnach Ernest @ Quotient Ltd - 2020-05-24

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 Larnach Ernest 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 B1, BUSINESS PARK, TERRE BONNE, ROUTE DE CRASSIER 13 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2020 (Street) EYSINS, V81262 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 400 A 4,733 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 Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Ordinary Shares 16,777 16,777 D Restricted Stock Units ( 1 ) 05/24/2020 M 400 ( 3 ) ( 3 ) Ordinary Shares 400 $ 0 800 D Restricted Stock Units ( 1 ) 05/24/2020 A 3,000 ( 4 ) ( 4 ) Ordinary Shares 3,000 $ 0 3,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Larnach Ernest C/O QUOTIENT LIMITED B1, BUSINESS PARK TERRE BONNE, ROUTE DE CRASSIER 13 EYSINS, V81262 See Remarks Signatures /s/ Ernest Larnach 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 )16,667 restricted stock units will vest in two equal installments on October 31, 2020 and October 31, 2021. ( 3 )Of the 1,200 restricted stock units, 400 have vested and have been exercised. The remaining 800 restricted stock units will vest in two equal installments on May 24, 2021 and May 24, 2022 ( 4 )On May 24, 2020, the Reporting Person was granted 3,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2021.

Remarks: Head of Financial Accounting and Treasury

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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