Quotient Technology (QUOT) Form 4 Quotient Technology / Scott David Raskin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Raskin Scott David

(Last) (First) (Middle)

QUOTIENT TECHNOLOGY INC.

1260 EAST STRINGHAM AVENUE, SUITE 600

(Street)

SALT LAKE CITY UT 84106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quotient Technology Inc. [ QUOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. If Amendment, Date of 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

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
Common Stock	03/01/2022		F		11,487(1)	D	$6.49	646,057	D
Common Stock	03/01/2022		F		3,562(2)	D	$6.49	642,495	D
Common Stock	03/01/2022		F		1,824(3)	D	$6.49	640,671	D
Common Stock	03/01/2022		A		215,716(4)	A	$0	856,387	D
Common Stock	03/01/2022		A		215,716(5)	A	$0	1,072,103	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on September 1, 2019. The RSU award for 544,959 shares in total vests over a four-year period as follows: 25% of the shares vest on September 1, 2020 and the remainder vest in 6.25% quarterly installments thereafter.

2. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2020. The RSU award for 181,564 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2020.

3. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2021. The RSU award for 99,573 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2021.

4. Represents an award of Restricted Stock Units ("RSUs") payable solely in common stock of the Issuer that vests in 6.25% quarterly installments over a four-year period from March 1, 2022.

5. Represents an award of RSUs payable solely in common stock of the Issuer that vests in 1/3 installments if the Issuer's common stock achieves, for 20 consecutive trading days at any point during the three years following the March 1, 2022 grant, a price per share that equals or exceeds the following thresholds: $9.735, $12.98 and $16.225, provided that if any threshold is met before February 28, 2023, 50% of the tranche will vest on that date and the remaining 50% will vest one year later.

	/s/ John Platz, Attorney-in-Fact for Scott David Raskin	03/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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