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 *
Walt Franz
   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)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O QUOTIENT LIMITED, 28 ESPLANADE		 3. Date of Earliest Transaction (Month/Day/Year)
12/24/2018
(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 12/24/2018   M   7,645 A (1) 170,841 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
Ordinary Share Option (Right to Buy) $ 4.41               (2) 02/19/2028 Ordinary Share 22,676   22,676 D  
Ordinary Share Option (Right to Buy) $ 4.71               (3) 04/01/2028 Ordinary Share 30,000   30,000 D  
Restricted Stock Units (1) 12/24/2018   M     7,645   (4)   (4) Ordinary Shares 7,645 $ 0 38,227 D  
Restricted Stock Units (1)               (5)   (5) Ordinary Shares 30,000   30,000 D  
Ordinary Share Option (Right to Buy) $ 6.54               (6) 10/31/2028 Ordinary Shares 45,872   45,872 D  
Ordinary Share Option (Right to Buy) $ 7.54               (7) 10/31/2028 Ordinary Shares 70,000   70,000 D  
Restricted Stock Units (1)               (8)   (8) Ordinary Shares 91,743   91,743 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Walt Franz
C/O QUOTIENT LIMITED
28 ESPLANADE
ST HELIER, Y9 JE2 3QA		   X     Chief Executive Officer  

Signatures

 /s/ Franz Walt   12/24/2018
**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) Restricted Stock Units convert into ordinary shares on a one-for-one basis.
(2) The options vest and become exercisable in three equal installments beginning February 19, 2019.
(3) The options vest and become exercisable in three equal annual installments beginning April 1, 2019.
(4) On May 24, 2018, the Reporting Person was granted 91,743 restricted stock units, of which 53,516 restricted stock units have vested and have been exercised. The remaining 38,227 restricted stock units will vest in five equal monthly installments on January 24, 2019, February 24, 2019, March 24, 2019, April 24, 2019 and May 24, 2019.
(5) On August 2, 2018, the remuneration committee of the Company's board of directors approved the grant of 45,000 restricted stock units to the Reporting Person, subject to shareholders' approval of certain amendments to the Plan. On October 31, 2018, the Company's shareholders approved the amendments to the Plan. Of the 45,000 restricted stock units, 15,000 restricted stock units have vested and have been exercised. The remaining 30,000 units will vest in eight equal monthly installments on January 2, 2019, February 2, 2019, March 2, 2019, April 2, 2019, May 2, 2019, June 2, 2019, July 2, 2019 and August 2, 2019.
(6) The options vest and become exercisable in two equal annual installments beginning May 24, 2019.
(7) The options vest and become exercisable in two equal annual installments beginning August 2, 2019.
(8) On November 2, 2018, the Reporting Person was granted 91,743 restricted stock units, vesting in twelve equal installments on June 24, 2019, July 24, 2019, August 24, 2019, September 24, 2019, October 24, 2019, November 24, 2019, December 24, 2019, January 24, 2020, February 24, 2020, March 24, 2020, April 24, 2020 and May 24, 2020.

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