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 *
Boyd Roland
  2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd [QTNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2018
(Street)

ST HELIER, Y9 JE2 3QA
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               16,000 D  

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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               (1) 05/31/2026 Ordinary Shares 15,000   15,000 D  
Multi-year Performance Based Restricted Stock Units (2)               (2) 12/31/2018 Ordinary Shares 15,000   15,000 D  
Multi-year Performance Based Restricted Stock Units (3)               (3) 12/31/2018 Ordinary Shares 15,000   15,000 D  
Employee Stock Option (right to buy) $ 15.17               (4) 05/19/2025 Ordinary Shares 15,000   15,000 D  
Employee Stock Option (right to buy) $ 8               (5) 04/29/2024 Ordinary Shares 25,000   25,000 D  
Options to purchase ordinary shares (6)               (7) 02/14/2023 Ordinary Shares 32,000   32,000 D  
Options to purchase ordinary shares $ 3.29               (8) 06/27/2023 Ordinary Shares 8,000   8,000 D  
Employee Stock Option (right to buy) $ 7.58               (9) 05/23/2027 Ordinary Shares 13,000   13,000 D  
Multi-year Performance Based Restricted Stock Unit (10)               (10) 12/31/2019 Ordinary Shares 6,000   6,000 D  
Restricted Stock Units (11) 05/24/2018   A   10,000     (12)   (12) Ordinary Shares 10,000 $ 0 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Boyd Roland
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9 JE2 3QA
      See Remarks  

Signatures

 /s/ Roland Boyd   06/01/2018
**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) 10,000 options have vested and remain exercisable and 5,000 options will vest on June 1, 2019.
(2) 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.
(3) 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 $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
(4) All 15,000 options have vested and remain exercisable.
(5) All 25,000 options have vested and remain exercisable.
(6) The exercise price will be paid in pounds sterling, at GBP 0.91 per share.
(7) All 32,000 options have vested and remain exercisable.
(8) All 8,000 options have vested and remain exercisable.
(9) 4,333 options vested on May 24, 2018 and remain exercisable, 4,333 options will vest on May 24, 2019, 4,334 options will vest on May 24, 2020.
(10) 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.
(11) Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(12) On May 24, 2018, the Reporting Person was granted 10,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2019.
 
Remarks:
Group Financial Controller and Treasurer

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