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 *
SHROFF ZUBEEN
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GALEN PARTNERS,, 680 WASHINGTON BLVD		 3. Date of Earliest Transaction (Month/Day/Year)
10/31/2016
(Street)

STAMFORD, CT 06901		 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               6,489,618 I See footnote (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
Ordinary Share Option (Right to Buy) $ 11.62               (2) 10/31/2025 Ordinary Shares 7,505   7,505 D  
Ordinary Share Option (Right to Buy) $ 8               (3) 04/29/2024 Ordinary Shares 5,000   5,000 D  
Ordinary Share Option (Right to Buy) $ 9.95               (4) 10/31/2024 Ordinary Shares 5,025   5,025 D  
Ordinary Share Option (Right to Buy) $ 5.73 10/31/2016   A   8,726     (5) 10/31/2026 Ordinary Shares 8,726 $ 0 8,726 D  
Restricted Stock Units (6) 10/31/2016   A   5,236     (7)   (7) Ordinary Shares 5,236 $ 0 5,236 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHROFF ZUBEEN
C/O GALEN PARTNERS,
680 WASHINGTON BLVD
STAMFORD, CT 06901		   X   X    

Signatures

 /s/ Zubeen Shroff   11/02/2016
**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) Includes 5,840,200 ordinary shares held of record by Galen Partners V LP, 498,714 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"). John Wilkerson, David W. Jahns and Zubeen Shroff exercise voting, investment and dispositive rights over the securities held of record by Galen Partners. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
(2) 2,502 options vested on October 31, 2016 and remain exercisable, 2,502 options will vest on October 31, 2017, 2,501 options will vest on October 31, 2018.
(3) 3,334 options have vested and remain exercisable, 1,666 options will vest on April 29, 2017. In the Form 4 filed August 5, 2016, the number of options previously reported in footnote 4 (4,000) differed from the number of options reported in columns 7 and 9 (5,000) due to typographical errors. The correct number of options is 5,000, as reported herein.
(4) 3,350 options have vested and remain exercisable, 1,675 options will vest on October 31, 2017.
(5) The options vest and become exercisable in three equal annual installments beginning October 31, 2017.
(6) Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(7) On October 31, 2016, the reporting person was granted 5,236 restricted stock units, vesting in two equal installments on October 31, 2017 and October 31, 2018.

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