Edgar Filing: McDonough Brian

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

McDonough Brian

2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd [QTNT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

28 ESPLANADE

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2018

(Street)

ST HELIER, Y9 JE2 3QA

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	10/31/2018		M		5,497	A	⁽⁶⁾	63,737	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Ordinary Share Option (Right to Buy)

$ 8

⁽¹⁾

04/29/2024

Ordinary Shares

10,000

Options to purchase ordinary shares

⁽²⁾

11/14/2022

08/30/2022

Ordinary Shares

40,029

Ordinary Share Option (Right to Buy)

$ 9.95

⁽³⁾

10/31/2024

Ordinary Shares

5,025

Ordinary Share Option (Right to Buy)

$ 11.62

⁽⁴⁾

10/31/2025

Ordinary Shares

4,303

Ordinary Share Option (Right to Buy)

$ 5.73

⁽⁵⁾

10/31/2026

Ordinary Shares

8,726

Restricted Stock Units

⁽⁶⁾

10/31/2018

2,618

⁽⁷⁾

Ordinary Shares

2,618

$ 0

Ordinary Share Option (Right to Buy)

$ 5.21

⁽⁸⁾

10/31/2027

Ordinary Shares

9,597

Restricted Stock Units

⁽⁶⁾

10/31/2018

2,879

⁽⁹⁾

Ordinary Shares

2,879

$ 0

2,879

Restricted Stock Units

⁽⁶⁾

10/31/2018

18,721

⁽¹⁰⁾

Ordinary Shares

18,721

$ 0

18,721

Ordinary Share Option (Right to Buy)

$ 6.41

10/31/2018

6,240

⁽¹¹⁾

10/31/2028

Ordinary Shares

6,240

$ 0

6,240

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McDonough Brian 28 ESPLANADE ST HELIER, Y9 JE2 3QA	X

Signatures

/s/ Brian McDonough		11/02/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	All 10,000 options have vested and remain exercisable.
(2)	The exercise price will be paid in pounds sterling, at GBP 0.91 per share.
(3)	All 5,025 options have vested and remain exercisable.
(4)	All 4,303 options have vested and remain exercisable.
(5)	5,818 options have vested on October 31, 2018 and remain exercisable, 2,908 options will vest on October 31, 2019.
(6)	Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(7)	On October 31, 2016, the Reporting Person was granted 5,236 restricted stock units, all of which have vested and have been exercised.
(8)	3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020.
(9)	On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019.
(10)	On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, vesting in four equal installments on January 31, 2019, April 30, 2019, July 30, 2019 and October 31, 2019.
(11)	The options vest and become exercisable in three equal annual installments beginning October 31, 2019.

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