SEC Form 4 · accession 0000899243-16-026335
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D J Paul E Cowan
Officer — See Remarks · Director · 10% Owner
Period of report
Aug 3, 2016
Accepted (ET)
Aug 4, 2016 · 7:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596946
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Aug 3, 2016 | P | 45,455 | $5.50 | A | 3,558,509 | I | By spouse |
| Ordinary Shares | holding | — | — | — | 26,666 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $11.92 | holding | — | — | — | — | May 31, 2026 | Ordinary Shares | 35,000 | 35,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF3 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF4 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Employee Stock Option (right to buy)F5 | $15.17 | holding | — | — | — | — | May 19, 2025 | Ordinary Shares | 35,000 | 35,000 | D |
| Option to purchase ordinary sharesF6 | $3.29 | holding | — | — | — | — | Jun 27, 2024 | Ordinary Shares | 123,431 | 123,431 | D |
| Employee Stock Option (right to buy)F7 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 90,000 | 90,000 | D |
Explanation of responses
- F1Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
- F2The options will vest and become exercisable in three equal annual installments beginning on June 1, 2017.
- F3Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $40.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
- F4Each MRSU represents a contingent right to receive one share of Quotient ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
- F511,667 options vested on 5/20/2016 and remain exercisable, 11,667 options will vest on 5/20/2017, 11,666 options will vest on 5/20/2018.
- F6All 123,431 options have vested and remain exercisable.
- F760,000 options have vested and remain exercisable, 30,000 options will vest on 4/29/2017.
Remarks
Chief Executive Officer and Chairman of the Board of Directors