SEC Form 4 · accession 0000899243-17-020850
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
Period of report
Aug 18, 2017
Accepted (ET)
Aug 22, 2017 · 4:56 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,F2,F3 | Aug 18, 2017 | S | 23,739 | $3.63 | D | 3,380,310 | I | By spouse |
| Ordinary SharesF1,F4,F3 | Aug 21, 2017 | S | 21,801 | $3.40 | D | 3,358,509 | 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)F5 | $11.92 | holding | — | — | — | — | May 31, 2026 | Ordinary Shares | 35,000 | 35,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF6 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF7 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Employee Stock Option (right to buy)F8 | $15.17 | holding | — | — | — | — | May 19, 2025 | Ordinary Shares | 35,000 | 35,000 | D |
| Option to purchase ordinary sharesF9 | $3.29 | holding | — | — | — | — | Jun 27, 2024 | Ordinary Shares | 123,431 | 123,431 | D |
| Employee Stock Option (right to buy)F10 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 90,000 | 90,000 | D |
| Employee Stock Option (right to buy)F11 | $7.58 | holding | — | — | — | — | May 23, 2027 | Ordinary Shares | 50,000 | 50,000 | D |
| Multi-year Performance Based Restricted Stock UnitF12 | — | holding | — | — | — | — | Dec 31, 2019 | Ordinary Shares | 60,000 | 60,000 | D |
Explanation of responses
- F1Sold by Quotient Biodiagnostics Group Limited pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
- F10All 90,000 options have vested and remain exercisable.
- F11The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018.
- F12Each 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 $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.80, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.33 to $3.54, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F511,667 options vested on June 1, 2017 and remain exercisable, 11,667 options will vest on June 1, 2018, 11,666 options will vest on June 1, 2019.
- F6Each 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.
- F7Each 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.
- F823,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018.
- F9All 123,431 options have vested and remain exercisable.
Remarks
Chief Executive Officer and Chairman of the Board of Directors