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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) | $ 8 | (4) | 04/29/2024 | Ordinary Shares | 3,500 | 3,500 | D | ||||||||
Ordinary Share Warrants | (1) | 07/24/2014 | 10/25/2015 | Ordinary Shares | 230,331.2 (1) | 287,914 (1) | I | By Galen Partners V LP (2) | |||||||
Ordinary Share Warrants | (3) | 07/24/2014 | 10/25/2015 | Ordinary Shares | 19,668.8 (3) | 24,586 (3) | I | By Galen Partners International V LP (2) | |||||||
Ordinary Share Option (right to buy) | $ 9.95 | (5) | 10/31/2024 | Ordinary Shares | 5,025 | 5,025 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILKERSON L JOHN ELIZABETH HOUSE, 9 CASTLE STREET ST HELIER, Y9 JE2 3RT |
X | X |
/s/ John L. Wilkerson | 12/02/2014 | |
**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) | In connection with Quotient Limited's initial public offering, 287,914 units were purchased by Galen Partners V LP on 4/30/2014 at a price of $8.00 per unit. Each unit consisted of one Ordinary Share and one warrant to purchase 0.8 of one Ordinary Share.The Ordinary Shares and warrants comprising the units began trading separately on May 24, 2014, Each warrant is exercisable until 5:30 p.m. on October 25, 2015 at an exercise price of $8.80 per Ordinary Share. |
(2) | Consists solely of 5,239,293 ordinary shares held of record by Galen Partners V LP, 447,400 ordinary shares held of record by Galen Partners International V LP and 150,704 ordinary shares held of record by Galen Management, LLC (collectively, "Galen Partners"), as applicable. John Wilkerson along with David W. Jahns, and Zubeen Shroff exercise voting, investment and dispositive rights over the securities held of record by Galen Partners. Mr. Wilkerson disclaims beneficial ownership of these ordinary shares, except to the extent of his proportionate pecuniary interest in such shares. |
(3) | In connection with Quotient Limited's initial public offering, 24,586 units were purchased by Galen Partners International V LP on 4/30/2014 at a price of $8.00 per unit. Each unit consists of one Ordinary Share and one warrant to purchase 0.8 of one Ordinary Share. The Ordinary Shares and warrants comprising the units began trading separately on May 24, 2014, Each warrant is exercisable until 5:30 p.m. on October 25, 2015 at an exercise price of $8.80 per Ordinary Share. |
(4) | The option becomes exercisable in three equal annual installments beginning April 29, 2015. |
(5) | The option vests and becomes exercisable in three equal installments beginning October 31, 2014. |
(6) | The ordinary shares were acquired in connection with the issuer's private placement. Galen Partners V LP acquired 145,473 ordinary shares and Galen Partners International V LP acquired 12,422 ordinary shares. |