SEC Form 4 · accession 0000899243-19-002438
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zubeen Shroff
Director · 10% Owner
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 4:05 pm EST
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 | Jan 31, 2019 | M | 4,680 | — | A | 12,795 | D | |
| Ordinary SharesF2 | holding | — | — | — | 7,329,074 | 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 UnitsF1,F9 | — | Jan 31, 2019 | M | 4,680 | D | — | — | Ordinary Shares | 4,680 | 14,041 | 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 |
| Ordinary Share Option (Right to Buy)F7 | $5.21 | holding | — | — | — | — | Oct 31, 2027 | Ordinary Shares | 9,597 | 9,597 | D |
| Restricted Stock UnitsF1,F8 | — | holding | — | — | — | — | — | Ordinary Shares | 2,879 | 2,879 | D |
| Ordinary Share Option (Right to Buy)F10 | $6.41 | holding | — | — | — | — | Oct 31, 2028 | Ordinary Shares | 6,240 | 6,240 | D |
Explanation of responses
- F1Restricted Stock Units convert into ordinary shares on a one-for-one basis.
- F10The options vest and become exercisable in three equal annual installments beginning October 31, 2019.
- F2Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 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.
- F3All 7,505 options have vested and remain exercisable.
- F4All 5,000 options have vested and remain exercisable
- F5All 5,025 options have vested and remain exercisable.
- F65,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019.
- F73,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020.
- F8On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019.
- F9On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 4,680 have vested and have been exercised. The remaining 14,041 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019.