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*
SHROFF ZUBEEN

(Last) (First) (Middle)
C/O GALEN PARTNERS,
680 WASHINGTON BLVD

(Street)
STAMFORD CT 06901

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017
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 6,909,346 I See footnote(2)
Ordinary Shares 10/31/2017 M 2,618 A (1) 2,618 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 (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) $11.62 (3) 10/31/2025 Ordinary Shares 7,505 7,505 D
Ordinary Share Option (Right to Buy) $8 (4) 04/29/2024 Ordinary Shares 5,000 5,000 D
Ordinary Share Option (Right to Buy) $9.95 (5) 10/31/2024 Ordinary Shares 5,025 5,025 D
Ordinary Share Option (Right to Buy) $5.73 (6) 10/31/2026 Ordinary Shares 8,726 8,726 D
Restricted Stock Units (1) 10/31/2017 M 2,618 (7) (7) Ordinary Shares 2,618 $0.00 2,618 D
Warrant $5.8 (8) 07/31/2018 Ordinary Shares 419,728 419,728 I See footnote(9)
Ordinary Share Option (Right to Buy) $5.21 10/31/2017 A 9,597 (10) 10/31/2027 Ordinary Shares 9,597 $0.00 9,597 D
Restricted Stock Units (1) 10/31/2017 A 5,758 (11) (11) Ordinary Shares 5,758 $0.00 5,758 D
Explanation of Responses:
1. Restricted Stock Units covert into ordinary shares on a one-for-one basis.
2. Includes 6,226,895 ordinary shares held of record by Galen V, 531,747 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. 5,004 options have vested and remain exercisable, 2,501 will vest on October 31, 2018.
4. All 5,000 options have vested and remain exercisable.
5. All 5,025 options have vested and remain exercisable.
6. 2,909 options vested on October 31, 2017 and remain exercisable, 2,909 options will vest on October 31, 2018, 2,908 options will vest on October 31, 2019.
7. On October 31, 2016, the Reporting Person was granted 5,236 restricted stock units, of which 2,618 have vested and have been exercised. The remaining 2,618 restricted stock units will vest on October 31, 2018.
8. The warrants are immediately exercisable.
9. Includes a warrant to purchase 386,695 ordinary shares held of record by Galen V and a warrant to purchase 33,033 ordinary shares held of record by Galen International V. Mr. Shroff is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held of record 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.
10. The options vest and become exercisable in three equal annual installments beginning October 31, 2018.
11. On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, vesting in two equal installments on October 31, 2018 and October 31, 2019.
Remarks:
/s/ Zubeen Shroff 11/02/2017
** 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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