Quotient Limited
Quotient Ltd (Form: 4, Received: 09/06/2017 17:37:01)
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 *

von Prondzynski Heino
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 QUOTIENT LIMITED, 28 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/4/2017
(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   9/4/2017     M    12500   A   (1) 43725   D    
Ordinary Shares   9/4/2017     M    4933   A   (1) 48658   D    
Ordinary Shares   9/4/2017     M    7613   A   (1) 56271   D    

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
Restricted Stock Units     (1) 9/4/2017     M         12500      (2)   (2) Ordinary Shares   12500   $0.00   12500   D    
Restricted Stock Units     (1) 9/4/2017     M         4933      (3)   (3) Ordinary Shares   4933   $0.00   0   D    
Ordinary Share Option (Right to Buy)   $11.62                      (4) 10/31/2025   Ordinary Shares   4303     4303   D    
Restricted Stock Units     (1)                    (5)   (5) Ordinary Shares   1291     1291   D    
Restricted Stock Units     (1) 9/4/2017     M         7613      (6)   (6) Ordinary Shares   7613   $0.00   7613   D    
Ordinary Share Option (Right to Buy)   $5.73                      (7) 10/31/2026   Ordinary Shares   8726     8726   D    
Restricted Stock Units     (1)                    (8)   (8) Ordinary Shares   5236     5236   D    
Restricted Stock Units     (1) 9/4/2017     A      25268         (9)   (9) Ordinary Shares   25268   $0.00   25268   D    

Explanation of Responses:
(1)  Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(2)  On September 15, 2014, the reporting person was granted 50,000 restricted stock units, of which 37,500 restricted stock units have vested and been exercised. The remaining 12,500 restricted stock units will vest on September 4, 2018.
(3)  On September 4, 2015, the reporting person was granted 9,867 restricted stock units, all of which have vested and been exercised.
(4)  1,434 options vested on October 31, 2016 and remain exercisable, 1,434 options will vest on October 31, 2017, 1,435 options will vest on October 31, 2018.
(5)  On October 31, 2015, the reporting person was granted 2,582 restricted stock units, of which 1,291 restricted stock units have vested and been exercised. The remaining 1,291 restricted stock units will vest on October 31, 2017.
(6)  On September 4, 2016, the reporting person was granted 15,226 restricted stock units, of which 7,613 restricted stock units have vested and been exercised. The remaining 7,613 restricted stock units will vest on September 4, 2018.
(7)  The options vest and become exercisable in three equal annual installments beginning October 31, 2017.
(8)  On October 31, 2016, the reporting person was granted 5,236 restricted stock units, vesting in two equal installments on October 31, 2017 and October 31, 2018.
(9)  On September 4, 2017, the reporting person was granted 25,268 restricted stock units, vesting in two equal installments on September 4, 2018 and September 4, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
von Prondzynski Heino
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9 JE2 3QA
X



Signatures
/s/ Heino von Prondzynski 9/6/2017
** 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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