Quotient Limited
Quotient Ltd (Form: 4, Received: 08/17/2017 19:17:01)
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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COWAN D J PAUL E
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)
See Remarks
(Last)          (First)          (Middle)

28 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2017
(Street)

ST. HELIER, Y9 JE2 3QA
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  26666   D    
Ordinary Shares   8/15/2017     S    27283   (1) D $4.09   (2) 3431226   I   By spouse   (3)
Ordinary Shares   8/16/2017     S    16469   (1) D $4.03   (4) 3414757   I   By spouse   (3)
Ordinary Shares   8/17/2017     S    10708   (1) D $4.03   (5) 3404049   I   By spouse   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)   $11.92                      (6) 5/31/2026   Ordinary Shares   35000     35000   D    
Multi-year Performance Based Restricted Stock Units     (7)                    (7) 12/31/2018   Ordinary Shares   42000     42000   D    
Multi-year Performance Based Restricted Stock Units     (8)                    (8) 12/31/2018   Ordinary Shares   42000     42000   D    
Employee Stock Option (right to buy)   $15.17                      (9) 5/19/2025   Ordinary Shares   35000     35000   D    
Option to purchase ordinary shares   $3.29                      (10) 6/27/2024   Ordinary Shares   123431     123431   D    
Employee Stock Option (right to buy)   $8.00                      (11) 4/29/2024   Ordinary Shares   90000     90000   D    
Employee Stock Option (right to buy)   $7.58                      (12) 5/23/2027   Ordinary Shares   50000     50000   D    
Multi-year Performance Based Restricted Stock Unit     (13)                    (13) 12/31/2019   Ordinary Shares   60000     60000   D    

Explanation of Responses:
(1)  Sold by Quotient Biodiagnostics Group Limited pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.94 to $4.40, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)  Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.95 to $4.18, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.91 to $4.15, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(6)  11,667 options vested on June 1, 2017 and remain exercisable, 11,667 options will vest on June 1, 2018, 11,666 options will vest on June 1, 2019.
(7)  Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $40.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
(8)  Each MRSU represents a contingent right to receive one share of Quotient ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
(9)  23,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018.
(10)  All 123,431 options have vested and remain exercisable.
(11)  All 90,000 options have vested and remain exercisable.
(12)  The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018.
(13)  Each MRSU represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.

Remarks:
Chief Executive Officer and Chairman of the Board of Directors

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COWAN D J PAUL E
28 ESPLANADE
ST. HELIER, Y9 JE2 3QA
X
See Remarks

Signatures
/s/ Paul Cowan 8/17/2017
** 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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