SEC Form 4 · accession 0000899243-19-003422
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward Farrell
Officer — President
Period of report
Dec 12, 2018
Accepted (ET)
Feb 13, 2019 · 4:06 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 Shares | holding | — | — | — | 2,133 | 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 UnitsF8,F10 | — | Dec 12, 2018 | A | 11,175 | A | — | — | Ordinary Shares | 11,175 | 11,175 | D |
| Employee Stock Option (right to buy)F1 | $11.92 | holding | — | — | — | — | May 31, 2026 | Ordinary Shares | 30,000 | 30,000 | D |
| Employee Stock Option (right to buy)F2 | $15.17 | holding | — | — | — | — | May 19, 2025 | Ordinary Shares | 30,000 | 30,000 | D |
| Options to acquire ordinary sharesF3,F4 | — | holding | — | — | — | — | Apr 10, 2023 | Ordinary Shares | 96,000 | 96,000 | D |
| Employee Stock Option (right to buy)F5 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 79,000 | 79,000 | D |
| Employee Stock Option (right to buy)F6 | $7.58 | holding | — | — | — | — | May 23, 2027 | Ordinary Shares | 40,000 | 40,000 | D |
| Multi-year Performance Based Restricted Stock UnitF7 | — | holding | — | — | — | — | Dec 31, 2019 | Ordinary Shares | 50,000 | 50,000 | D |
| Restricted Stock UnitsF8,F9 | — | holding | — | — | — | — | — | Ordinary Shares | 36,773 | 36,773 | D |
Explanation of responses
- F120,000 options have vested and remain exercisable and 10,000 options will vest on June 1, 2019.
- F10On May 23, 2018, the Reporting Person was granted 11,175 restricted stock units that would vest on May 24, 2019 if certain business milestones were achieved on or before December 31, 2018. The business milestones were reached on December 12, 2018, and accordingly the restricted stock units will vest on May 24, 2019.
- F2All 30,000 options have vested and remain exercisable.
- F3The exercise price will be paid in pounds sterling, at GBP0.003 per share.
- F4All 96,000 options have vested and remain exercisable.
- F5All 79,000 options have vested and remain exercisable.
- F613,333 vested on May 24, 2018 and remain exercisable, 13,333 options will vest on May 24, 2019, 13,334 options will vest on May 24, 2020.
- F7Each 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 $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.
- F8Restricted Stock Units convert into ordinary shares on a one-for-one basis.
- F9On May 24, 2018, the Reporting Person was granted 36,773 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019.