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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 | (5) | 05/31/2026 | Ordinary Shares | 35,000 | 35,000 | D | ||||||||
| Multi-year Performance Based Restricted Stock Units | (6) | (6) | 12/31/2018 | Ordinary Shares | 42,000 | 42,000 | D | ||||||||
| Multi-year Performance Based Restricted Stock Units | (7) | (7) | 12/31/2018 | Ordinary Shares | 42,000 | 42,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 15.17 | (8) | 05/19/2025 | Ordinary Shares | 35,000 | 35,000 | D | ||||||||
| Option to purchase ordinary shares | $ 3.29 | (9) | 06/27/2024 | Ordinary Shares | 123,431 | 123,431 | D | ||||||||
| Employee Stock Option (right to buy) | $ 8 | (10) | 04/29/2024 | Ordinary Shares | 90,000 | 90,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 7.58 | (11) | 05/23/2027 | Ordinary Shares | 50,000 | 50,000 | D | ||||||||
| Multi-year Performance Based Restricted Stock Unit | (12) | (12) | 12/31/2019 | Ordinary Shares | 60,000 | 60,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COWAN D J PAUL E 28 ESPLANADE ST. HELIER, Y9 JE2 3QA |
X | See Remarks | ||
| /s/ Paul Cowan | 08/22/2017 | |
| **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) | Sold by Quotient Biodiagnostics Group Limited pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.80, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (3) | Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.33 to $3.54, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (5) | 11,667 options vested on June 1, 2017 and remain exercisable, 11,667 options will vest on June 1, 2018, 11,666 options will vest on June 1, 2019. |
| (6) | 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 $40.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018. |
| (7) | Each MRSU represents a contingent right to receive one share of Quotient ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018. |
| (8) | 23,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018. |
| (9) | All 123,431 options have vested and remain exercisable. |
| (10) | All 90,000 options have vested and remain exercisable. |
| (11) | The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018. |
| (12) | Each 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. |
| Remarks: Chief Executive Officer and Chairman of the Board of Directors | |