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*
Farrell Edward

(Last) (First) (Middle)
C/O QUOTIENT LIMITED
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer (+)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2021
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 02/03/2021 M 96,000 A (4) 125,757 D
Ordinary Shares 02/03/2021 S 96,000 D $5.0735(13) 29,757 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $11.92 (2) 05/31/2026 Ordinary Shares 30,000 30,000 D
Employee Stock Option (right to buy) $15.17 (3) 05/19/2025 Ordinary Shares 30,000 30,000 D
Options to acquire ordinary shares (4) 02/03/2021 M 96,000 (5) 04/10/2023 Ordinary Shares 96,000 $0.00 0 D
Employee Stock Option (right to buy) $8 (6) 04/29/2024 Ordinary Shares 79,000 79,000 D
Employee Stock Option (right to buy) $7.58 (7) 05/23/2027 Ordinary Shares 40,000 40,000 D
Restricted Stock Units (1) (8) (8) Ordinary Shares 12,257 12,257 D
Restricted Stock Units (1) (9) (9) Ordinary Shares 30,000 30,000 D
Restricted Stock Units (1) (10) (10) Ordinary Shares 1,488 1,488 D
Restricted Stock Units (1) (11) (11) Ordinary Shares 55,000 55,000 D
Ordinary Share Option (Right to Buy) $4.72 (12) 10/31/2030 Ordinary Shares 20,000 20,000 D
Explanation of Responses:
1. Restricted Stock Units convert into ordinary shares on a one-for-one basis.
2. All 30,000 options have vested and remain exercisable.
3. All 30,000 options have vested and remain exercisable.
4. The exercise price was paid in pounds sterling, at GBP0.003 per share.
5. All 96,000 options have vested and have been exercised.
6. All 79,000 options have vested and remain exercisable.
7. All 40,000 options have vested and remain exercisable.
8. On May 24, 2018, the Reporting Person was granted 36,773 Restricted Stock Units, of which 24,516 have vested and have been exercised. The remaining 12,257 Restricted Stock Units will vest on May 24, 2021.
9. On May 24, 2019, the Reporting Person was granted 45,000 Restricted Stock Units, of which 15,000 have vested and have been exercised. The remaining 30,000 Restricted Stock Units will vest in two equal installments on May 24, 2021 and May 24, 2022.
10. On January 7, 2020, the Reporting Person was granted 2,232 Restricted Stock Units, of which 744 have vested and have been exercised. The remaining 1,488 Restricted Stock Units will vest in two equal installments on January 7, 2022 and January 7, 2023.
11. On May 24, 2020, the Reporting Person was granted 55,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2021.
12. The option vests and becomes exercisable in three equal annual installments beginning October 31, 2021.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.19, inclusive. The Reporting Person undertakes to provide to Quotient Limited and any security holder of Quotient Limited, 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 (13) to this Form 4.
Remarks:
+ On December 21, 2020, the Reporting Person notified the Issuer that he is resigning as the Chief Operating Officer of the Issuer.
/s/ Edward Farrell 02/05/2021
** 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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