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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Ordinary Share Option (Right to Buy) | $ 4.41 | (2) | 02/19/2028 | Ordinary Shares | 22,676 | 22,676 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 4.71 | (3) | 04/01/2028 | Ordinary Shares | 30,000 | 30,000 | D | ||||||||
Restricted Stock Units | (1) | (4) | (4) | Ordinary Shares | 15,292 | 15,292 | D | ||||||||
Restricted Stock Units | (1) | 04/02/2019 | M | 3,750 | (5) | (5) | Ordinary Shares | 3,750 | $ 0 | 15,000 | D | ||||
Ordinary Share Option (Right to Buy) | $ 6.54 | (6) | 10/31/2028 | Ordinary Shares | 45,872 | 45,872 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 7.54 | (7) | 10/31/2028 | Ordinary Shares | 70,000 | 70,000 | D | ||||||||
Restricted Stock Units | (1) | (8) | (8) | Ordinary Shares | 91,743 | 91,743 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Walt Franz C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9 JE2 3QA |
X | Chief Executive Officer |
/s/ Franz Walt, by Allein Sabel his attorney in fact | 04/02/2019 | |
**Signature of Reporting Person | Date |
* | 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) | 7,558 options have vested and remain exercisable. 7,559 options will vest on February 19, 2020 and 7,559 options will vest on February 19, 2021. |
(3) | 10,000 options have vested and remain exercisable. 10,000 options will vest on April 1, 2020 and 10,000 options will vest on April 1, 2021. |
(4) | On May 24, 2018, the remuneration committee of Quotient Ltd.'s (the "Company") board of directors approved the grant of 91,743 restricted stock units to the Reporting Person, subject to the Company's shareholders' approval of certain amendments to the Company's 2014 Stock Incentive Plan (the "Plan"). On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 91,743 restricted stock units, 76,451 restricted stock units have vested and have been exercised. The remaining 15,292 restricted stock units will vest in two equal monthly installments on April 24, 2019 and May 24, 2019. |
(5) | On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 26,250 restricted stock units have vested and have been exercised. The remaining 15,000 units will vest in four equal monthly installments on May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019. |
(6) | The options vest and become exercisable in two equal annual installments beginning May 24, 2019. |
(7) | The options vest and become exercisable in two equal annual installments beginning August 2, 2019. |
(8) | On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020. |