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, 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)
10/31/2022

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	10/31/2022		M		6,917	A	⁽¹⁾	47,211	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⁾	10/31/2022		M			6,917	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	6,917	$0.00	0	D
Ordinary Share Option (Right to Buy)	$2.53							⁽⁶⁾	10/31/2031	Ordinary Shares	24,040		24,040	D
Restricted Stock Units	⁽¹⁾	10/31/2022		A		70,000		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	70,000	$0.00	70,000	D
Ordinary Share Option (Right to Buy)	$0.13	10/31/2022		A		40,000		⁽⁸⁾	10/31/2032	Ordinary Shares	40,000	$0.00	40,000	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, 2022 and remain exercisable, and the remaining 6,930 options will vest on September 2, 2023.

3. All 2,171 options have vested and remain exercisable.

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 27,668 have vested and have converted into ordinary shares.

6. All 24,040 options have vested and remain exercisable.

7. On October 31, 2022, the Reporting Person was granted 70,000 restricted stock units, vesting in four equal installments on January 31, 2023, April 30, 2023, July 31, 2023 and October 31, 2023.

8. The options vest and become exercisable on October 31, 2023.

Remarks:

	/s/ Catherine Larue	11/02/2022
	** 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 17% to 47,211 units