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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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) ELIZABETH HOUSE, 9 CASTLE STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/28/2014 (Street) ST HELIER, Y9 JE2 3RT 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 11/28/2014   P   145,473 (6) A $ 9.5 5,239,293 I By Galen Partners V LP (2) Ordinary shares 11/28/2014   P   12,422 (6) A $ 9.5 447,400 I By Galen Partners International V LP (2) Ordinary shares               150,704 I Galen Management, LLC (2)

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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)

$ 8

(4)

04/29/2024

Ordinary Shares

5,000

5,000

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 Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHROFF ZUBEEN ELIZABETH HOUSE, 9 CASTLE STREET ST HELIER, Y9 JE2 3RT	X	X

Signatures

/s/ Zubeen Shroff		12/02/2014
**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)	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. Zubeen Shroff along with David W. Jahns, and John Wilkerson exercise voting, investment and dispositive rights over the securities held of record by Galen Partners. Mr. Shroff 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 consisted of one Ordinary Share and one warrant to purchase 0.8 of one Ordinary Share. The Ordinary Shares and warrants comprising the units will 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.

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