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)
07/31/2022
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 07/31/2022 S 2,384 D(14) (6) 76,227 D
Ordinary Shares 07/31/2022 M 6,917 A (6) 78,611 D
Ordinary Shares 53,040 I By the McDonough-McGuire Joint Revocable Trust(9)
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 Shares 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 Shares Option (Right to buy) $9.95 (3) 10/31/2024 Ordinary Shares 5,025 5,025 D
Ordinary Shares Option (Right to buy) $11.62 (4) 10/31/2025 Ordinary Shares 4,303 4,303 D
Ordinary Shares Option (Right to buy) $5.73 (5) 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
Ordinary Shares Option (Right to buy) $7.78 (10) 10/31/2029 Ordinary Shares 8,158 8,158 D
Ordinary Shares Option (Right to buy) $4.55 (11) 10/31/2030 Ordinary Shares 13,611 13,611 D
Restricted Stock Units (1) 07/31/2022 M 6,917 (12) (12) Ordinary Shares 6,917 $0.00 6,917 D
Ordinary Shares Option (Right to buy) $2.53 (13) 10/31/2031 Ordinary Shares 24,040 24,040 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. All 8,726 options have vested and remain exercisable.
6. Restricted Stock Units convert into ordinary shares on a one-for-one basis.
7. All 9,597 options have vested and remain exercisable.
8. All 6,240 options have vested and remain exercisable.
9. 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.
10. 2,719 options vested on October 31, 2021 and remain exercisable, and the remaining 2,720 options will vest on October 31, 2022.
11. All 13,611 options have vested and remain exercisable.
12. On October 31, 2021, the Reporting Person was granted 27,668 restricted stock units, of which 20,751 have vested and have converted into ordinary shares. The remaining 6,917 restricted stock units will vest on October 31, 2022.
13. The options vest and become exercisable on October 31, 2022.
14. The sale reported on this Form 4 is a sale to cover taxes arising from the vesting and settlement of RSU awards. This sale is mandated by the Reporting Person's election to fund such taxes by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer.
Remarks:
/s/ Brian McDonough 08/02/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.