Statement of Changes in Beneficial Ownership (4)
May 03 2021 - 4:06PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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WILKERSON L JOHN |
2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd
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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 GALEN PARTNERS,, 680 WASHINGTON BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2021 |
(Street)
STAMFORD, CT 06901
(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 | | | | | | | | 7329074 | I | See Footnote (2) |
Ordinary Shares | 4/30/2021 | | M | | 6484 | A | (1) | 58672 | D | |
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) | 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 Shares Option (Right to buy) | $11.62 | | | | | | | (3) | 10/31/2025 | Ordinary Shares | 7505 | | 7505 | D | |
Ordinary Shares Option (Right to buy) | $8.00 | | | | | | | (4) | 4/29/2024 | Ordinary Shares | 3500 | | 3500 | D | |
Ordinary Shares Option (Right to buy) | $9.95 | | | | | | | (5) | 10/31/2024 | Ordinary Shares | 5025 | | 5025 | D | |
Ordinary Shares Option (Right to buy) | $5.73 | | | | | | | (6) | 10/31/2026 | Ordinary Shares | 8726 | | 8726 | D | |
Ordinary Shares Option (Right to buy) | $5.21 | | | | | | | (7) | 10/31/2027 | Ordinary Shares | 9597 | | 9597 | D | |
Ordinary Shares Option (Right to buy) | $6.41 | | | | | | | (8) | 10/31/2028 | Ordinary Shares | 6240 | | 6240 | D | |
Ordinary Shares Option (Right to buy) | $7.78 | | | | | | | (9) | 10/31/2029 | Ordinary Shares | 8158 | | 8158 | D | |
Restricted Stock Units | (1) | 4/30/2021 | | M | | | 6044 | (10) | (10) | Ordinary Shares | 6044 | $0.00 | 12088 | D | |
Restricted Stock Units | (1) | 4/30/2021 | | M | | | 440 | (11) | (11) | Ordinary Shares | 440 | $0.00 | 878 | D | |
Ordinary Share Option (Right to Buy) | $4.55 | | | | | | | (12) | 10/31/2030 | Ordinary Shares | 13611 | | 13611 | D | |
Explanation of Responses: |
(1) | Restricted Stock Units convert into ordinary shares on a one-for-one basis. |
(2) | Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Wilkerson is amanaging director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaimsbeneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. |
(3) | All 7,505 options have vested and remain exercisable. |
(4) | All 3,500 options have vested and remain exercisable. |
(5) | All 5,025 options have vested and remain exercisable. |
(6) | All 8,726 options have vested and remain exercisable. |
(7) | All 9,597 options have vested and remain exercisable. |
(8) | 4,160 options have vested and remain exercisable, and 2,080 options will vest on October 31, 2021. |
(9) | 2,719 options vested on October 31, 2020 and remain exercisable, and the remaining 5,439 options will vest in two equal annual installments on October 31, 2021 and October 31, 2022. |
(10) | On October 31, 2020, the Reporting Person was granted 24,176 restricted stock units, of which 12,088 have vested and have been exercised. The remaining 12,088 restricted stock units will vest in two equal installments on July 31, 2021 and October 31, 2021. |
(11) | On October 31, 2020, the Reporting Person was granted 1,758 restricted stock units, of which 880 have vested and have been exercised. The remaining 878 restricted stock units will vest in two equal installments on July 31, 2021 and October 31, 2021. |
(12) | The options vest and become exercisable on October 31, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WILKERSON L JOHN C/O GALEN PARTNERS, 680 WASHINGTON BLVD STAMFORD, CT 06901 | X |
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Signatures
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/s/ John L. Wilkerson | | 5/3/2021 |
**Signature of Reporting Person | Date |
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