SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McDonough Brian

(Last) (First) (Middle)
28 ESPLANADE

(Street)
ST HELIER Y9 JE2 3QA

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/31/2019 M 4,680 A (6) 24,738 D
Ordinary Shares 53,040 I By the McDonough-McGuire Joint Revocable Trust(11)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $8 (1) 04/29/2024 Ordinary Shares 10,000 10,000 D
Options to purchase ordinary shares (2) 11/14/2014 08/30/2022 Ordinary Shares 40,029 40,029 D
Ordinary Share Option (Right to Buy) $9.95 (3) 10/31/2024 Ordinary Shares 5,025 5,025 D
Ordinary Share Option (Right to Buy) $11.62 (4) 10/31/2025 Ordinary Shares 4,303 4,303 D
Ordinary Share Option (Right to Buy) $5.73 (5) 10/31/2026 Ordinary Shares 8,726 8,726 D
Ordinary Share Option (Right to Buy) $5.21 (7) 10/31/2027 Ordinary Shares 9,597 9,597 D
Restricted Stock Units (6) (8) (8) Ordinary Shares 2,879 2,879 D
Restricted Stock Units (6) 07/31/2019 M 4,680 (9) (9) Ordinary Shares 4,680 $0.00 4,680 D
Ordinary Share Option (Right to Buy) $6.41 (10) 10/31/2028 Ordinary Shares 6,240 6,240 D
Explanation of Responses:
1. All 10,000 options have vested and remain exercisable.
2. The exercise price will be paid in pounds sterling, at GBP 0.91 per share.
3. All 5,025 options have vested and remain exercisable.
4. All 4,303 options have vested and remain exercisable.
5. 5,818 options have vested on October 31, 2018 and remain exercisable, 2,908 options will vest on October 31, 2019.
6. Restricted Stock Units convert into ordinary shares on a one-for-one basis.
7. 3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020.
8. On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019.
9. On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 14,041 have vested and have been exercised. The remaining 4,680 restricted stock units will vest on October 31, 2019.
10. The options vest and become exercisable in three equal annual installments beginning October 31, 2019.
11. The Reporting Person and his spouse are Co-Trustees of their successors in trust, of the McDonough-McGuire Joint Revocable Trust, dated May 14, 2013. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these ordinary shares in this report shall not be deemed an admission of beneficial ownership of all of the reported ordinary shares for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Brian McDonough 08/01/2019
** Signature of Reporting Person Date
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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