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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
28 ESPLANADE
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2017
(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               26,666 D  
Ordinary Shares 08/18/2017   S   23,739 (1) D $ 3.63 (2) 3,380,310 I By spouse (3)
Ordinary Shares 08/21/2017   S   21,801 (1) D $ 3.4 (4) 3,358,509 I By spouse (3)

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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               (5) 05/31/2026 Ordinary Shares 35,000   35,000 D  
Multi-year Performance Based Restricted Stock Units (6)               (6) 12/31/2018 Ordinary Shares 42,000   42,000 D  
Multi-year Performance Based Restricted Stock Units (7)               (7) 12/31/2018 Ordinary Shares 42,000   42,000 D  
Employee Stock Option (right to buy) $ 15.17               (8) 05/19/2025 Ordinary Shares 35,000   35,000 D  
Option to purchase ordinary shares $ 3.29               (9) 06/27/2024 Ordinary Shares 123,431   123,431 D  
Employee Stock Option (right to buy) $ 8               (10) 04/29/2024 Ordinary Shares 90,000   90,000 D  
Employee Stock Option (right to buy) $ 7.58               (11) 05/23/2027 Ordinary Shares 50,000   50,000 D  
Multi-year Performance Based Restricted Stock Unit (12)               (12) 12/31/2019 Ordinary Shares 60,000   60,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COWAN D J PAUL E
28 ESPLANADE
ST. HELIER, Y9 JE2 3QA
  X     See Remarks  

Signatures

 /s/ Paul Cowan   08/22/2017
**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) Sold by Quotient Biodiagnostics Group Limited pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.80, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) Deidre Cowan, Mr. Cowan's spouse, exercises sole voting and dispositive power over the shares.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.33 to $3.54, inclusive. The Reporting Person undertakes to provide Quotient, any security holder of Quotient, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(5) 11,667 options vested on June 1, 2017 and remain exercisable, 11,667 options will vest on June 1, 2018, 11,666 options will vest on June 1, 2019.
(6) 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.
(7) 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.
(8) 23,334 options have vested and remain exercisable, 11,666 options will vest on May 20, 2018.
(9) All 123,431 options have vested and remain exercisable.
(10) All 90,000 options have vested and remain exercisable.
(11) The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018.
(12) 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.
 
Remarks:
Chief Executive Officer and Chairman of the Board of Directors

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