FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Walt Franz 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O QUOTIENT LIMITED, 28 ESPLANADE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2019
(Street)

ST HELIER, Y9 JE2 3QA
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/24/2019     M    7645   A   (1) 193631   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Ordinary Share Option (Right to Buy)   $4.41                      (2) 2/19/2028   Ordinary Shares   22676     22676   D    
Ordinary Share Option (Right to Buy)   $4.71                      (3) 4/1/2028   Ordinary Shares   30000     30000   D    
Restricted Stock Units     (1) 2/24/2019     M         7645      (4)   (4) Ordinary Shares   7645   $0.00   22937   D    
Restricted Stock Units     (1)                    (5)   (5) Ordinary Shares   22500     22500   D    
Ordinary Share Option (Right to Buy)   $6.54                      (6) 10/31/2028   Ordinary Shares   45872     45872   D    
Ordinary Share Option (Right to Buy)   $7.54                      (7) 10/31/2028   Ordinary Shares   70000     70000   D    
Restricted Stock Units     (1)                    (8)   (8) Ordinary Shares   91743     91743   D    

Explanation of Responses:
(1)  Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(2)  The options vest and become exercisable in three equal installments beginning February 19, 2019.
(3)  The options vest and become exercisable in three equal annual installments beginning April 1, 2019.
(4)  On May 24, 2018, the remuneration committee of Quotient Ltd.'s (the "Company") board of directors approved the grant of 91,743 restricted stock units to the Reporting Person, subject to the Company's shareholders' approval of certain amendments to the Company's 2014 Stock Incentive Plan (the "Plan"). On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 91,743 restricted stock units, 68,806 restricted stock units have vested and have been exercised. The remaining 22,937 restricted stock units will vest in three equal monthly installments on March 24, 2019, April 24, 2019 and May 24, 2019.
(5)  On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 22,500 restricted stock units have vested and have been exercised. The remaining 22,500 units will vest in six equal monthly installments on March 2, 2019, April 2, 2019, May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019.
(6)  The options vest and become exercisable in two equal annual installments beginning May 24, 2019.
(7)  The options vest and become exercisable in two equal annual installments beginning August 2, 2019.
(8)  On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Walt Franz
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9 JE2 3QA 		X
Chief Executive Officer

Signatures
/s/ Franz Walt, by Allein Sabel his attorney in fact 2/25/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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