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 *
von Prondzynski Heino
   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)
C/O QUOTIENT LIMITED, 28 ESPLANADE		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019
(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 01/31/2019   M   7,428 A (1) 154,813 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Ordinary share Option (Right to Buy) $ 11.62               (2) 10/31/2025 Ordinary share 4,303   4,303 D  
Ordinary share Option (Right to Buy) $ 5.73               (3) 10/31/2026 Ordinary share 8,726   8,726 D  
Restricted Stock Units (1)               (4)   (4) Ordinary share 12,634   12,634 D  
Ordinary share Option (Right to Buy) $ 5.21               (5) 10/31/2027 Ordinary share 9,597   9,597 D  
Restricted Stock Units (1)               (6)   (6) Ordinary share 2,879   2,879 D  
Restricted Stock Units (1)               (7)   (7) Ordinary share 8,287   8,287 D  
Restricted Stock Units (1) 01/31/2019   M     4,680   (8)   (8) Ordinary share 4,680 $ 0 14,041 D  
Restricted Stock Units (1) 01/31/2019   M     2,748   (9)   (9) Ordinary share 2,748 $ 0 8,242 D  
Ordinary share Option (Right to Buy) $ 6.41               (10) 10/31/2028 Ordinary share 6,240   6,240 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
von Prondzynski Heino
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9 JE2 3QA		   X      

Signatures

 /s/ Heino von Prondzynski   02/04/2019
**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) Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(2) All 4,303 options have vested and remain exercisable.
(3) 5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019.
(4) On September 4, 2017, the reporting person was granted 25,268 restricted stock units, of which 12,634 restricted stock units have vested and have been exercised. The remaining 12,634 restricted stock units will vest on September 4, 2019.
(5) 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.
(6) 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.
(7) On April 4, 2018, the Reporting Person was granted 33,150 restricted stock units, of which 24,863 restricted stock units have vested and have converted to ordinary shares. The remaining 8,287 restricted stock units will vest on April 4, 2019.
(8) On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 4,680 have vested and have been exercised. The remaining 14,041 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019.
(9) On October 31, 2018, the Reporting Person was granted 10,990 restricted stock units, of which 2,748 have vested and have been exercised. The remaining 8,242 restricted stock units will vest in three equal installments on April 30, 2019, July 30, 2019 and October 31, 2019.
(10) The options vest and become exercisable in three equal annual installments beginning October 31, 2019.

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