SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Larue Catherine

(Last)

(First)

(Middle)

C/O QUOTIENT LIMITED, B1, BUSINESS PARK

TERRE BONNE, ROUTE DE CRASSIER 13

(Street)

EYSINS

1262

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/31/2022		M		6,917	A	⁽¹⁾	26,460	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Share Option (Right to Buy)	$4.81							⁽²⁾	09/01/2030	Ordinary Shares	20,790		20,790	D
Ordinary Share Option (Right to Buy)	$4.81							⁽³⁾	09/01/2030	Ordinary Shares	2,171		2,171	D
Ordinary Share Option (Right to Buy)	$4.55							⁽⁴⁾	10/31/2030	Ordinary Shares	13,611		13,611	D
Restricted Stock Units	⁽¹⁾	01/31/2022		M			6,917	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	6,917	$0.00	20,751	D
Ordinary Share Option (Right to Buy)	$2.53							⁽⁶⁾	10/31/2031	Ordinary Shares	24,040		24,040	D

Explanation of Responses:

1. Restricted Stock Units convert into ordinary shares on a one-for-one basis.

2. 6,930 options vested on September 1, 2021 and remain exercisable, and the remaining 13,860 options will vest in two equal installments on September 1, 2022 and September 2, 2023.

3. 724 options vested on October 31, 2021 and remain exercisable, and the remaining 723 options will vest on October 31, 2022.

4. All 13,611 options have vested and remain exercisable.

5. On October 31, 2021, the Reporting Person was granted 27,668 restricted stock units, of which 6,917 have vested and have converted into ordinary shares. The remaining 20,751 restricted stock units will vest in three equal installments on April 30, 2022, July 31, 2022 and October 31, 2022.

6. The options vest and become exercisable on October 31, 2022.

Remarks:

	/s/ Catherine Larue	02/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Larue Catherine converted options into 6,917 units of Ordinary Shares, increasing direct ownership by 35% to 26,460 units