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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Galen Partners V LP (Last) (First) (Middle) 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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/30/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	04/30/2014		P		312,500(1)	A	$8	5,679,502	I	See FN(2)

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
Warrant to Purchase Ordinary Shares (right to buy)	$8.8	04/30/2014		P		312,500(1)		07/24/2014	10/25/2015	Oridnary Shares	250,000	(1)	312,500	I	See FN(3)

1. Name and Address of Reporting Person* Galen Partners V LP (Last) (First) (Middle) 680 WASHINGTON BLVD. (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Galen Partners International V LP (Last) (First) (Middle) 680 WASHINGTON BLVD. (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Galen Management, LLC (Last) (First) (Middle) 680 WASHINGTON BLVD. (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Galen Partners V, L.L.C. (Last) (First) (Middle) 680 WASHINGTON BLVD. (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The oridinary shares and warrants to purchase ordinary shares were acquired in connection with the purchase of an aggregate of 312,500 units, at a public offering price of $8.00 per unit. Each unit is comprised of one ordinary share and one warrant to purchase 0.8 ordinary shares at an exercise price of $8.80 per share. Galen Partners V LP ("Galen V") acquired 287,914 units and Galen Partners International V LP ("Galen International V") acquired 24,586 units.

2. Includes 5,093,820 ordinary shares held of record by Galen V, 434,978 ordinary shares held of record by Galen International V and 150,704 ordinary shares held of record by Galen Management, LLC. Galen Parnters V, L.L.C. serves as the sole General Partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

3. Includes 287,914 warrants to purchase 230,331 ordinary shares held of record by Galen V and 24,586 warrants to purchase 19,669 ordinary shares held of record by Galen International V.

Remarks:

	/s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners V LP	05/01/2014
	/s/ Zubeen Shroff, managing director of Galen Partners V, L.L.C., the general partner of Galen Partners International V LP	05/01/2014
	/s/ Zubeen Shroff, member	05/01/2014
	/s/ Zubeen Shroff, managing director	05/01/2014
	** Signature of Reporting Person	Date
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