SEC Form 4 · accession 0001209191-15-046305
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 · 10% Owner
Period of report
May 20, 2015
Accepted (ET)
May 22, 2015 · 6:11 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 | holding | — | — | — | 26,666 | D | ||
| Ordinary SharesF1 | holding | — | — | — | 3,513,054 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Multi-year Performance Based Restricted Stock UnitsF2 | — | May 20, 2015 | A | 42,000 | A | — | Dec 31, 2018 | Ordinary Shares | 42,000 | 42,000 | D |
| Employee Stock Option (right to buy)F3 | $15.17 | May 20, 2015 | A | 35,000 | A | — | May 19, 2025 | Ordinary Shares | 35,000 | 35,000 | D |
| Option to purchase ordinary sharesF4 | $3.29 | holding | — | — | — | — | Jun 27, 2024 | Ordinary Shares | 123,431 | 123,431 | D |
| Employee Stock Option (right to buy)F5 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 90,000 | 90,000 | D |
Explanation of responses
- F1Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
- F2Each Multi-year Performance Based Restricted Stock Unit ("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.
- F3The option becomes exercisable in three equal annual installments beginning May 20, 2016.
- F44,486 options vested on 6/28/14 and remain exercisable, 59,472 options will vest on 6/28/15, 59,473 options will vest on 6/28/16.
- F530,000 options vested on 4/29/2015 and remain exercisable, 30,000 options will vest on 4/29/2016, 30,000 options will vest on 4/29/2017.
Remarks
Chief Executive Officer and Chairman of the Board of Directors