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^*

Unger Stephen

(Last)

(First)

(Middle)

ELIZABETH HOUSE, 9 CASTLE STREET

(Street)

ST HELIER

JE2 3RT

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	09/29/2015		X		4,000	A	$8.8	23,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Multi-year Performance Based Restricted Stock Units	⁽¹⁾							⁽¹⁾	12/31/2018	Ordinary Shares	22,500		22,500	D
Employee Stock Option (right to buy)	$15.17							⁽²⁾	05/19/2025	Ordinary Shares	22,500		22,500	D
Employee Stock Option (right to buy)	$8							⁽³⁾	04/29/2024	Ordinary Shares	50,800		50,800	D
Options to Purchase Ordinary shares	$8							⁽⁴⁾	03/03/2024	Ordinary Shares	67,200		67,200	D
Options to Purchase Ordinary shares	$3.29							⁽⁵⁾	06/27/2023	Ordinary Shares	32,000		32,000	D
Ordinary Share Warrants	$8.8	09/29/2015		X			5,000	07/24/2014	10/25/2015	Ordinary Shares	4,000⁽⁶⁾	$0.00	0	D

Explanation of Responses:

1. Each Multi-year Performance Based Restricted Stock Unit ("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.

2. The option becomes exercisable in three equal annual installments beginning May 20, 2016.

3. 16,933 options vested on 4/29/2015 and remain exercisable, 16,933 options will vest on 4/29/2016, 16,934 options will vest on 4/29/2017.

4. 22,400 options vested on 3/4/2015 and remain exercisable, 22,400 options will vest on 3/4/2016, 22,400 options will vest on 3/4/2017.

5. 21,332 options have vested and remain exercisable, 10,667 options will vest on 6/28/2016.

6. Each warrant to purchase 0.8 of one Ordinary Share is exercisable until 5:30 p.m. on October 25, 2015 at an exercise price of $8.80 per Ordinary Share.

Remarks:

	/s/ Stephen Unger	09/30/2015
	** 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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