Sec Form 4 Filing - SHROFF ZUBEEN @ Quotient Ltd - 2020-10-31

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
SHROFF ZUBEEN
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GALEN PARTNERS,, 680 WASHINGTON BLVD
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2020
(Street)
STAMFORD, CT06901
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 7,329,074 I See footnote ( 2 )
Ordinary Shares 10/31/2020 M 6,610 A 61,275 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 Shares Option (Right to buy) $ 11.62 ( 3 ) 10/31/2025 Ordinary Shares 7,505 7,505 D
Ordinary Shares Option (Right to buy) $ 8 ( 4 ) 04/29/2024 Ordinary Shares 5,000 5,000 D
Ordinary Shares Option (Right to buy) $ 9.95 ( 5 ) 10/31/2024 Ordinary Shares 5,025 5,025 D
Ordinary Shares Option (Right to buy) $ 5.73 ( 6 ) 10/31/2026 Ordinary Shares 8,726 8,726 D
Ordinary Shares Option (Right to buy) $ 5.21 ( 7 ) 10/31/2027 Ordinary Shares 9,597 9,597 D
Ordinary Shares Option (Right to buy) $ 6.41 ( 8 ) 10/31/2028 Ordinary Shares 6,240 6,240 D
Restricted Stock Units ( 1 ) 10/31/2020 M 3,856 ( 9 ) ( 9 ) Ordinary Shares 3,856 $ 0 0 D
Ordinary Shares Option (Right to buy) $ 7.78 ( 10 ) 10/31/2029 Ordinary Shares 8,158 8,158 D
Restricted Stock Units ( 1 ) 10/31/2020 A 24,176 ( 11 ) ( 11 ) Ordinary Shares 24,176 $ 0 24,176 D
Restricted Stock Units ( 1 ) 10/31/2020 A 5,934 ( 12 ) ( 12 ) Ordinary Shares 5,934 $ 0 5,934 D
Ordinary Share Option (Right to Buy) $ 4.55 10/31/2020 A 13,611 ( 13 ) 10/31/2030 Ordinary Shares 13,611 $ 0 13,611 D
Restricted Stock Units ( 1 ) 10/31/2020 A 2,754 ( 14 ) ( 14 ) Ordinary Shares 2,754 $ 0 2,754 D
Restricted Stock Units ( 1 ) 10/31/2020 M 2,754 ( 14 ) ( 14 ) Ordinary Shares 2,754 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHROFF ZUBEEN
C/O GALEN PARTNERS,
680 WASHINGTON BLVD
STAMFORD, CT06901
X
Signatures
/s/ Zubeen Shroff 11/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units convert into ordinary shares on a one-for-one basis.
( 2 )Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Shroff is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
( 3 )All 7,505 options have vested and remain exercisable.
( 4 )All 5,000 options have vested and remain exercisable
( 5 )All 5,025 options have vested and remain exercisable.
( 6 )All 8,726 options have vested and remain exercisable.
( 7 )All 9,597 options have vested and remain exercisable.
( 8 )4,160 options have vested and remain exercisable, and 2,080 options will vest on October 31, 2021.
( 9 )On October 31, 2019, the Reporting Person was granted 15,424 restricted stock units. All 15,424 restricted stock units have vested and have been exercised.
( 10 )2,719 options vested on October 31, 2020 and remain exercisable, and the remaining 5,439 options will vest in two equal annual installments on October 31, 2021 and October 31, 2022.
( 11 )On October 31, 2020, the Reporting Person was granted 24,176 restricted stock units, which will vest in four equal installments on January 31, 2021, April 30, 2021, July 31, 2021 and October 31, 2021.
( 12 )On October 31, 2020, the Reporting Person was granted 5,934 restricted stock units, which will vest in four equal installments on January 31, 2021, April 30, 2021, July 31, 2021 and October 31, 2021.
( 13 )The options vest and become exercisable on October 31, 2021.
( 14 )On October 31, 2020, the Reporting Person was granted 2,754 restricted stock units, all of which vested and were exercised on the grant date.

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