SEC Form 4 · accession 0001209191-17-058362
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Galen Partners V LP
Director · 10% Owner
Galen Partners International V LP
Director · 10% Owner
Galen Management, LLC
Director · 10% Owner
Galen Partners V, L.L.C.
Director · 10% Owner
Period of report
Oct 26, 2017
Accepted (ET)
Oct 30, 2017 · 6:03 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 | Oct 26, 2017 | A | 419,728 | $4.64 | A | 6,909,346 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Ordinary SharesF3,F5,F4 | $5.80 | Oct 26, 2017 | A | 419,728 | A | — | Jul 31, 2018 | Ordinary Shares | 419,728 | 419,728 | I |
Explanation of responses
- F1Galen Partners V LP ("Galen V") acquired 386,695 ordinary shares and Galen Partners International V LP ("Galen International V") acquired 33,033 ordinary shares.
- F2Includes 6,226,895 ordinary shares held of record by Galen V, 531,747 ordinary shares held of record by Galen International V and 150,704 ordinary shares held of record by Galen Management, LLC. Galen Parnters V, L.L.C. serves as the sole General Partner of Galen V and Galen International V and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
- F3Galen V LP acquired a warrant to purchase 386,695 ordinary shares and Galen International V acquired a warrant to purchase 33,033 ordinary shares.
- F4The warrants are immediately exercisable.
- F5Includes a warrant to purchase 386,695 ordinary shares held of record by Galen V and a warrant to purchase 33,033 ordinary shares held of record by Galen International V.
Remarks
Zubeen Shroff and John Wilkerson are managing directors of Galen V, L.L.C. and serve as directors of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation by Messrs. Shroff and Wilkerson on the Board of Directors of the Issuer.