SEC Form 4 · accession 0001209191-18-043908
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
10% Owner
Galen Management, LLC
10% Owner
Galen Partners V, L.L.C.
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 25, 2018 · 4:53 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 | Jul 23, 2018 | X | 419,728 | $5.80 | A | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F4,F5,F3 | $5.80 | Jul 23, 2018 | X | 419,728 | D | — | Jul 31, 2018 | Ordinary Shares | 419,728 | 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 386,695 ordinary shares and Galen Partners International V LP ("Galen International V") acquired 33,033 ordinary shares.
- F2Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 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.
- F3The warrants are immediately exercisable.
- F4Each warrant represented a right to purchase ordinary shares at an exercise price of $5.80 per share.
- F5Prior to the exercise Galen V held 386,695 warrants to purchase ordinary shares and Galen International V held 33,033 warrants to purchase ordinary shares. Each of Galen V and Galen International V exercised their warrants in full.