X0306 4 2017-09-15 0 0001596946 Quotient Ltd QTNT 0001226486 COWAN D J PAUL E 28 ESPLANADE ST. HELIER Y9 JE2 3QA JERSEY 1 1 0 0 See Remarks Ordinary Shares 26666 D Ordinary Shares 2017-09-15 4 S 0 46925 4.38 D 3311584 I By spouse Ordinary Shares 2017-09-18 4 S 0 53075 4.43 D 3258509 I By spouse Employee Stock Option (right to buy) 11.92 2026-05-31 Ordinary Shares 35000 35000 D Multi-year Performance Based Restricted Stock Units 2018-12-31 Ordinary Shares 42000 42000 D Multi-year Performance Based Restricted Stock Units 2018-12-31 Ordinary Shares 42000 42000 D Employee Stock Option (right to buy) 15.17 2025-05-19 Ordinary Shares 35000 35000 D Option to purchase ordinary shares 3.29 2024-06-27 Ordinary Shares 123431 123431 D Employee Stock Option (right to buy) 8.00 2024-04-29 Ordinary Shares 90000 90000 D Employee Stock Option (right to buy) 7.58 2027-05-23 Ordinary Shares 50000 50000 D Multi-year Performance Based Restricted Stock Unit 2019-12-31 Ordinary Shares 60000 60000 D 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.17 to $4.47, 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. Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.37 to $4.53, 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. 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. 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. 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. 23,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018. All 123,431 options have vested and remain exercisable. All 90,000 options have vested and remain exercisable. The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018. 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. Chief Executive Officer and Chairman of the Board of Directors /s/ Paul Cowan 2017-09-19