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^*

SHROFF ZUBEEN

(Last)

(First)

(Middle)

C/O GALEN PARTNERS,

680 WASHINGTON BLVD

(Street)

STAMFORD

06901

(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)
07/31/2022

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								11,995,740	I	See footnote⁽²⁾
Ordinary Shares	07/31/2022		M		13,538	A	⁽¹⁾	131,999	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 Shares Option (Right to buy)	$11.62							⁽³⁾	10/31/2025	Ordinary Shares	7,505		7,505	D
Ordinary Shares Option (Right to buy)	$8							⁽⁴⁾	04/29/2024	Ordinary Shares	5,000		5,000	D
Ordinary Shares Option (Right to buy)	$9.95							⁽⁵⁾	10/31/2024	Ordinary Shares	5,025		5,025	D
Ordinary Shares Option (Right to buy)	$5.73							⁽⁶⁾	10/31/2026	Ordinary Shares	8,726		8,726	D
Ordinary Shares Option (Right to buy)	$5.21							⁽⁷⁾	10/31/2027	Ordinary Shares	9,597		9,597	D
Ordinary Shares Option (Right to buy)	$6.41							⁽⁸⁾	10/31/2028	Ordinary Shares	6,240		6,240	D
Ordinary Shares Option (Right to buy)	$7.78							⁽⁹⁾	10/31/2029	Ordinary Shares	8,158		8,158	D
Ordinary Shares Option (Right to buy)	$4.55							⁽¹⁰⁾	10/31/2030	Ordinary Shares	13,611		13,611	D
Restricted Stock Units	⁽¹⁾	07/31/2022		M			10,870	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	10,870	$0.00	10,868	D
Restricted Stock Units	⁽¹⁾	07/31/2022		M			2,668	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	2,668	$0.00	2,668	D
Ordinary Shares Option (Right to buy)	$2.53							⁽¹³⁾	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. Includes 10,913,091 ordinary shares held of record by Galen V LP, 931,945 ordinary shares held by Galen International V LP, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Shroff is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V LP, Galen International V LP and Galen Management, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

3. All 7,505 options have vested and remain exercisable.

4. All 5,000 options have vested and remain exercisable.

5. All 5,025 options have vested and remain exercisable.

6. All 8,726 options have vested and remain exercisable.

7. All 9,597 options have vested and remain exercisable.

8. All 6,240 options have vested and remain exercisable.

9. 2,719 options vested on October 31, 2021 and remain exercisable, and the remaining 2,720 options will vest on October 31, 2022.

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

11. On October 31, 2021, the Reporting Person was granted 43,478 restricted stock units, of which 32,574 have vested and have converted into ordinary shares. The remaining 10,868 restricted stock units will vest on October 31, 2022.

12. On October 31, 2021, the Reporting Person was granted 10,672 restricted stock units, of which 8,004 have vested and have converted into ordinary shares. The remaining 2,668 restricted stock units will vest on October 31, 2022.

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

Remarks:

	/s/ Zubeen Shroff	08/02/2022
	** 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: Shroff Zubeen converted options into 13,538 units of Ordinary Shares, increasing direct ownership by 11% to 131,999 units