SEC Form 4 · accession 0000899243-17-025114
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
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 5:14 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 | Oct 30, 2017 | A | 31,479 | $4.64 | A | 58,145 | D | |
| Ordinary SharesF2 | holding | — | — | — | 3,158,509 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $5.80 | Oct 30, 2017 | A | 31,479 | A | Oct 30, 2017 | Jul 31, 2018 | Ordinary Shares | 31,479 | 31,479 | D |
| Employee Stock Option (right to buy)F3 | $11.92 | holding | — | — | — | — | May 31, 2026 | Ordinary Shares | 35,000 | 35,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF4 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF5 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Employee Stock Option (right to buy)F6 | $15.17 | holding | — | — | — | — | May 19, 2025 | Ordinary Shares | 35,000 | 35,000 | D |
| Option to purchase ordinary sharesF7 | $3.29 | holding | — | — | — | — | Jun 27, 2024 | Ordinary Shares | 123,431 | 123,431 | D |
| Employee Stock Option (right to buy)F8 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 90,000 | 90,000 | D |
| Employee Stock Option (right to buy)F9 | $7.58 | holding | — | — | — | — | May 23, 2027 | Ordinary Shares | 50,000 | 50,000 | D |
| Multi-year Performance Based Restricted Stock UnitF10 | — | holding | — | — | — | — | Dec 31, 2019 | Ordinary Shares | 60,000 | 60,000 | D |
Explanation of responses
- F1The Reporting Person purchased 31,479 ordinary shares and a warrant to purchase 31,479 ordinary shares from Quotient in a private placement transaction.
- F10Each 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.
- F2Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
- F311,667 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.
- F4Each 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.
- F5Each 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.
- F623,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018.
- F7All 123,431 options have vested and remain exercisable.
- F8All 90,000 options have vested and remain exercisable.
- F9The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018.
Remarks
Chief Executive Officer and Chairman of the Board of Directors