Statement of Changes in Beneficial Ownership (4)
September 25 2019 - 12:46PM
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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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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Walt Franz |
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 __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
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(Last)
(First)
(Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/24/2019
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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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9/24/2019
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M
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7645
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A
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(1)
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269648
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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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$4.41
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(2)
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2/19/2028
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Ordinary Shares
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22676
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22676
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D
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Ordinary Share Option
(Right to Buy)
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$4.71
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(3)
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4/1/2028
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Ordinary Shares
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30000
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30000
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D
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Ordinary Share Option
(Right to Buy)
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$6.54
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(4)
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10/31/2028
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Ordinary Shares
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45872
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45872
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D
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Ordinary Share Option
(Right to Buy)
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$7.54
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(5)
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10/31/2028
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Ordinary Shares
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70000
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70000
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D
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Restricted Stock Units
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(1)
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9/24/2019
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M
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7645
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(6)
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(6)
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Ordinary Shares
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7645
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$0.00
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61163
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D
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Ordinary Share Option
(Right to Buy)
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$10.52
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(7)
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7/16/2029
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Ordinary Shares
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28517
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28517
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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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7,558 options have vested and remain exercisable. 7,559 options will vest on February 19, 2020 and 7,559 options will vest on February 19, 2021.
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(3)
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10,000 options have vested and remain exercisable. 10,000 options will vest on April 1, 2020 and 10,000 options will vest on April 1, 2021.
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(4)
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22,936 options have vested and remain exercisable. 22,936 options will vest on May 24, 2020.
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(5)
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35,000 options have vested and remain exercisable. 35,000 options will vest on August 2, 2020.
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(6)
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On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units. Of the 91,743 restricted stock units, 30,580 restricted stock units have vested and have been exercised. The remaining 61,163 restricted stock units will vest in eight equal installments on 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.
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(7)
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The options vest and become exercisable on May 24, 2020.
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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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Walt Franz C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9 JE2 3QA
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X
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Chief Executive Officer
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Signatures
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/s/ Franz Walt, by Allein Sabel his attorney in fact
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9/24/2019
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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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