SEC Form 4 · accession 0000899243-17-025296

Quotient Ltd · QTNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Zubeen Shroff

Director · 10% Owner

Period of report

Oct 31, 2017

Accepted (ET)

Nov 2, 2017 · 6:23 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 Shares^F1	Oct 31, 2017	M	2,618	—	A	2,618	D
Ordinary Shares^F2	holding	—	—		—	6,909,346	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F7	—	Oct 31, 2017	M	2,618	D	—	—	Ordinary Shares	2,618	2,618	D
Ordinary Share Option (Right to Buy)^F10	$5.21	Oct 31, 2017	A	9,597	A	—	Oct 31, 2027	Ordinary Shares	9,597	9,597	D
Restricted Stock Units^F1,F11	—	Oct 31, 2017	A	5,758	A	—	—	Ordinary Shares	5,758	5,758	D
Ordinary Share Option (Right to Buy)^F3	$11.62	holding	—	—	—	—	Oct 31, 2025	Ordinary Shares	7,505	7,505	D
Ordinary Share Option (Right to Buy)^F4	$8.00	holding	—	—	—	—	Apr 29, 2024	Ordinary Shares	5,000	5,000	D
Ordinary Share Option (Right to Buy)^F5	$9.95	holding	—	—	—	—	Oct 31, 2024	Ordinary Shares	5,025	5,025	D
Ordinary Share Option (Right to Buy)^F6	$5.73	holding	—	—	—	—	Oct 31, 2026	Ordinary Shares	8,726	8,726	D
Warrant^F9,F8	$5.80	holding	—	—	—	—	Jul 31, 2018	Ordinary Shares	419,728	419,728	I

Explanation of responses

F1Restricted Stock Units covert into ordinary shares on a one-for-one basis.
F10The options vest and become exercisable in three equal annual installments beginning October 31, 2018.
F11On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, vesting in two equal installments on October 31, 2018 and October 31, 2019.
F2Includes 6,226,895 ordinary shares held of record by Galen V, 531,747 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Shroff is a managing 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 disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F35,004 options have vested and remain exercisable, 2,501 will vest on October 31, 2018.
F4All 5,000 options have vested and remain exercisable.
F5All 5,025 options have vested and remain exercisable.
F62,909 options vested on October 31, 2017 and remain exercisable, 2,909 options will vest on October 31, 2018, 2,908 options will vest on October 31, 2019.
F7On October 31, 2016, the Reporting Person was granted 5,236 restricted stock units, of which 2,618 have vested and have been exercised. The remaining 2,618 restricted stock units will vest on October 31, 2018.
F8The warrants are immediately exercisable.
F9Includes a warrant to purchase 386,695 ordinary shares held of record by Galen V and a warrant to purchase 33,033 ordinary shares held of record by Galen International V. Mr. Shroff is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held of record by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.