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^*

Hallsworth Frederick

(Last)

(First)

(Middle)

28 ESPLANADE

(Street)

ST HELIER

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)
10/26/2017

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	10/26/2017		A		5,247⁽¹⁾	A	$4.64	41,751	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)
Ordinary Share Option (Right to Buy)	$11.62							⁽²⁾	10/31/2025	Ordinary Shares	7,505		7,505	D
Ordinary Share Option (Right to Buy)	$8							⁽³⁾	04/29/2024	Ordinary Shares	5,000		5,000	D
Option to Purchase Ordinary Shares	⁽⁴⁾							02/13/2014	08/30/2022	Ordinary Shares	20,014		20,014	D
Ordinary Share Option (Right to Buy)	$9.95							⁽⁵⁾	10/31/2024	Ordinary Shares	5,025		5,025	D
Ordinary Share Option (Right to Buy)	$5.73							⁽⁶⁾	10/31/2026	Ordinary Shares	8,726		8,726	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	5,236		5,236	D
Warrant	$5.8	10/26/2017		A		5,247		10/26/2017	07/31/2018	Ordinary Shares	5,247⁽¹⁾	$0.125	5,247	D

Explanation of Responses:

1. The Reporting Person purchased 5,247 ordinary shares and a warrant to purchase 5,247 ordinary shares from Quotient in a private placement transaction.

2. 2,502 options vested on October 31, 2016 and remain exercisable, 2,502 options will vest on October 31, 2017, 2,501 options will vest on October 31, 2018.

3. All 5,000 options have vested and remain exercisable.

4. The exercise price will be paid in pounds sterling, at GBP0.91 per share.

5. 3,350 options have vested and remain exercisable, 1,675 options will vest on October 31, 2017.

6. The options vest and become exercisable in three equal annual installments beginning October 31, 2017.

7. Restricted Stock Units convert into ordinary shares on a one-for-one basis.

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.

Remarks:

	/s/ Frederick Hallsworth	10/30/2017
	** 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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