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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 | ||||||||
Employee Stock Option (right to buy) | $ 11.92 | (1) | 05/31/2026 | Ordinary Shares | 30,000 | 30,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 15.17 | (2) | 05/19/2025 | Ordinary Shares | 30,000 | 30,000 | D | ||||||||
Options to acquire ordinary shares | (3) | (4) | 04/10/2023 | Ordinary Shares | 96,000 | 96,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 8 | (5) | 04/29/2024 | Ordinary Shares | 79,000 | 79,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 7.58 | (6) | 05/23/2027 | Ordinary Shares | 40,000 | 40,000 | D | ||||||||
Multi-year Performance Based Restricted Stock Unit | (7) | (7) | 12/31/2019 | Ordinary Shares | 50,000 | 50,000 | D | ||||||||
Restricted Stock Units | (8) | (10) | (10) | Ordinary Shares | 11,175 | 11,175 | D | ||||||||
Restricted Stock Units | (8) | (9) | (9) | Ordinary Shares | 36,773 | 36,773 | D | ||||||||
Restricted Stock Units | (8) | 04/30/2019 | A | 22,500 | (11) | (11) | Ordinary Shares | 22,500 | $ 0 | 22,500 | D | ||||
Restricted Stock Units | (8) | 04/30/2019 | M | 22,500 | (11) | (11) | Ordinary Shares | 22,500 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Farrell Edward C/O QUOTIENT LIMITED 28 ESPLANADE ST HELIER, Y9 JE2 3QA |
President |
/s/ Edward Farrell | 05/02/2019 | |
**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) | 20,000 options have vested and remain exercisable and 10,000 options will vest on June 1, 2019. |
(2) | All 30,000 options have vested and remain exercisable. |
(3) | The exercise price will be paid in pounds sterling, at GBP0.003 per share. |
(4) | All 96,000 options have vested and remain exercisable. |
(5) | All 79,000 options have vested and remain exercisable. |
(6) | 13,333 vested on May 24, 2018 and remain exercisable, 13,333 options will vest on May 24, 2019, 13,334 options will vest on May 24, 2020. |
(7) | Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019. |
(8) | Restricted Stock Units convert into ordinary shares on a one-for-one basis. |
(9) | On May 24, 2018, the Reporting Person was granted 36,773 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019. |
(10) | On May 23, 2018, the Reporting Person was granted 11,175 restricted stock units that would vest on May 24, 2019 if certain business milestones were achieved on or before December 31, 2018. The business milestones were reached on December 12, 2018, and accordingly the restricted stock units will vest on May 24, 2019. |
(11) | On June 1, 2016, the Reporting Person was granted 22,500 restricted units that would vest on the date certain business milestones were achieved. The business milestones were achieved, and accordingly the 22,500 restricted stock units vested, on April 30, 2019. |