Statement of Changes in Beneficial Ownership (4)
September 04 2019 - 4:07PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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von Prondzynski Heino |
2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd
[
QTNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/4/2019
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(Street)
ST HELIER, Y9 JE2 3QA
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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9/4/2019
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M
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12634
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A
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(1)
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190589
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Ordinary share Option (Right to Buy)
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$11.62
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(2)
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10/31/2025
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Ordinary share
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4303
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4303
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D
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Ordinary share Option (Right to Buy)
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$5.73
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(3)
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10/31/2026
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Ordinary share
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8726
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8726
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D
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Restricted Stock Units
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(1)
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9/4/2019
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M
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12634
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(4)
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(4)
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Ordinary share
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12634
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$0.00
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0
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D
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Ordinary share Option (Right to Buy)
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$5.21
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(5)
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10/31/2027
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Ordinary share
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9597
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9597
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D
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Restricted Stock Units
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(1)
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(6)
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(6)
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Ordinary share
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2879
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2879
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D
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Restricted Stock Units
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(1)
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(7)
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(7)
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Ordinary share
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4680
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4680
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D
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Restricted Stock Units
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(1)
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(8)
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(8)
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Ordinary share
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2748
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2748
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D
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Ordinary share Option (Right to Buy)
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$6.41
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(9)
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10/31/2028
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Ordinary share
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6240
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6240
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D
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Explanation of Responses:
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(1)
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Restricted Stock Units convert into ordinary shares on a one-for-one basis.
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(2)
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All 4,303 options have vested and remain exercisable.
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(3)
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5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019.
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(4)
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On September 4, 2017, the reporting person was granted 25,268 restricted stock units, all of which have vested and have been exercised.
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(5)
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3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020.
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(6)
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On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019.
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(7)
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On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 14,041 have vested and have been exercised. The remaining 4,680 restricted stock units will vest on October 31, 2019.
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(8)
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On October 31, 2018, the Reporting Person was granted 10,990 restricted stock units, of which 8,242 have vested and have been exercised. The remaining 2,748 restricted stock units will vest on October 31, 2019.
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(9)
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The options vest and become exercisable in three equal annual installments beginning October 31, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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von Prondzynski Heino C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9 JE2 3QA
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X
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Signatures
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/s/ Heino von Prondzynski
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9/4/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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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