SEC Form 4 · accession 0000899243-18-028084
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Franz Walt
Officer — Chief Executive Officer · Director
Period of report
Oct 31, 2018
Accepted (ET)
Nov 2, 2018 · 7:30 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 31, 2018 | M | 49,476 | — | A | 151,801 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Oct 31, 2018 | A | 91,743 | A | — | — | Ordinary Shares | 91,743 | 91,743 | D |
| Restricted Stock UnitsF1,F4 | — | Oct 31, 2018 | M | 38,226 | D | — | — | Ordinary Shares | 38,226 | 53,517 | D |
| Restricted Stock UnitsF1,F5 | — | Oct 31, 2018 | A | 45,000 | A | — | — | Ordinary Shares | 45,000 | 45,000 | D |
| Restricted Stock UnitsF1,F5 | — | Oct 31, 2018 | M | 11,250 | D | — | — | Ordinary Shares | 11,250 | 33,750 | D |
| Ordinary Share Option (Right to Buy)F6 | $6.54 | Oct 31, 2018 | A | 45,872 | A | — | Oct 31, 2028 | Ordinary Shares | 45,872 | 45,872 | D |
| Ordinary Share Option (Right to Buy)F7 | $7.54 | Oct 31, 2018 | A | 70,000 | A | — | Oct 31, 2028 | Ordinary Shares | 70,000 | 70,000 | D |
| Restricted Stock UnitsF1,F8 | — | Nov 2, 2018 | A | 91,743 | A | — | — | Ordinary Shares | 91,743 | 91,743 | D |
| Ordinary Share Option (Right to Buy)F2 | $4.41 | holding | — | — | — | — | Feb 19, 2028 | Ordinary Share | 22,676 | 22,676 | D |
| Ordinary Share Option (Right to Buy)F3 | $4.71 | holding | — | — | — | — | Apr 1, 2028 | Ordinary Share | 30,000 | 30,000 | D |
Explanation of responses
- F1Restricted Stock Units convert into ordinary shares on a one-for-one basis.
- F2The options vest and become exercisable in three equal installments beginning February 19, 2019.
- F3The options vest and become exercisable in three equal annual installments beginning April 1, 2019.
- F4On May 24, 2018, the remuneration committee of Quotient Ltd.'s (the "Company") board of directors approved the grant of 91,743 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Company 2014 Stock Incentive Plan (the "Plan"). On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 91,743 restricted stock units, 38,226 restricted stock units have vested and have been exercised. The remaining 53,517 restricted stock units will vest in seven equal monthly installments on November 24, 2018, December 24, 2018, January 24, 2019, February 24, 2019, March 24, 2019, April 24, 2019 and May 24, 2019.
- F5On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 11,250 restricted stock units have vested and have been exercised. The remaining 33,750 restricted stock units will vest in nine equal monthly installments on December 2, 2018, January 2, 2019, February 2, 2019, March 2, 2019, April 2, 2019, May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019.
- F6The options vest and become exercisable in two equal annual installments beginning May 24, 2019.
- F7The options vest and become exercisable in two equal annual installments beginning August 2, 2019.
- F8On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020.