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 *
COWAN D J PAUL E
  2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd [QTNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
ELIZABETH HOUSE, 9 CASTLE STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016
(Street)

ST. HELIER, Y9 JE2 3RT
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               26,666 D  
Ordinary Shares               3,513,054 I By spouse (1)

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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
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 Owners

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  

Signatures

 /s/ Paul Cowan   06/03/2016
**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) 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

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