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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 | 06/01/2016 | A | 35,000 | (2) | 05/31/2026 | Ordinary Shares | 35,000 | $ 0 | 35,000 | D | ||||
Multi-year Performance Based Restricted Stock Units | (3) | 06/01/2016 | A | 42,000 | (3) | 12/31/2018 | Ordinary Shares | 42,000 | $ 0 | 42,000 | D | ||||
Multi-year Performance Based Restricted Stock Units | (4) | (4) | 12/31/2018 | Ordinary Shares | 42,000 | 42,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 15.17 | (5) | 05/19/2025 | Ordinary Shares | 35,000 | 35,000 | D | ||||||||
Option to purchase ordinary shares | $ 3.29 | (6) | 06/27/2024 | Ordinary Shares | 123,431 | 123,431 | D | ||||||||
Employee Stock Option (right to buy) | $ 8 | (7) | 04/29/2024 | Ordinary Shares | 90,000 | 90,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COWAN D J PAUL E ELIZABETH HOUSE, 9 CASTLE STREET ST. HELIER, Y9 JE2 3RT |
X | X | See Remarks |
/s/ Paul Cowan | 06/03/2016 | |
**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) | Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares. |
(2) | The options will vest and become exercisable in three equal annual installments beginning on June 1, 2017. |
(3) | 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. |
(4) | 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. |
(5) | 11,667 options vested on 5/20/2016 and remain exercisable, 11,667 options will vest on 5/20/2017, 11,666 options will vest on 5/20/2018. |
(6) | 63,958 options have vested and remain exercisable, 59,473 options will vest on 6/28/2016. |
(7) | 60,000 options have vested and remain exercisable, 30,000 options will vest on 4/29/2017. |
Remarks: Chief Executive Officer and Chairman of the Board of Directors |