SEC Form 4 · accession 0001209191-15-071895
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Wilkerson
Director · 10% Owner
Period of report
Sep 18, 2015
Accepted (ET)
Sep 22, 2015 · 6:15 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,F2 | Sep 18, 2015 | X | 249,999 | $8.80 | A | 6,087,396 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F3,F4 | $8.80 | Sep 18, 2015 | X | 312,500 | D | Jul 24, 2014 | Oct 25, 2015 | Ordinary Shares | 250,000 | 0 | I |
Explanation of responses
- F1The ordinary shares were acquired upon the exercise of warrants to purchase ordinary shares. Galen Partners V LP ("Galen V") acquired 230,331 ordinary shares and Galen Partners International V LP ("Galen International V") acquired 19,668 ordinary shares.
- F2Includes 5,469,624 ordinary shares held of record by Galen V, 467,068 ordinary shares held of record by Galen International V and 150,704 ordinary shares held of record by Galen Management, LLC (collectively, "Galen Partners"). John Wilkerson, David W. Jahns and Zubeen Shroff exercise voting, investment and dispositive rights over the securities held of record by Galen Partners. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
- F3Each warrant represented a right to purchase 0.8 ordinary shares at an exercise price of $8.80 per share.
- F4Prior to the exercise Galen V held 287,914 warrants to purchase 230,331 ordinary shares and Galen International V held 24,586 warrants to purchase 19,669 ordinary shares. Each of Galen V and Galen International V exercised their warrants in full.