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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Quotient Technology Inc. [ QUOT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/20/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $8.51 | 05/20/2022 | D | 47,000 | (2) | 02/16/2026 | Common Stock | 47,000 | (1) | 0 | D | ||||
Employee Stock Option (right to buy) | $8.65 | 05/20/2022 | D | 600,000 | (2) | 11/13/2023 | Common Stock | 600,000 | (1) | 0 | D | ||||
Stock Option (right to buy) | $8.95 | 05/20/2022 | D | 469,461 | (3) | 03/01/2030 | Common Stock | 469,461 | (1) | 0 | D | ||||
Stock Option (right to buy) | $9.96 | 05/20/2022 | D | 299,529 | (4) | 03/01/2029 | Common Stock | 299,529 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $13 | 05/20/2022 | D | 300,000 | (2) | 02/13/2027 | Common Stock | 300,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $13.1 | 05/20/2022 | D | 261,000 | (2) | 03/01/2028 | Common Stock | 261,000 | (1) | 0 | D | ||||
Employee Stock Option (right to buy) | $25 | 05/20/2022 | D | 800,000 | (2) | 11/13/2023 | Common Stock | 800,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $4.19 | 05/20/2022 | A | 47,000 | (2) | 02/16/2026 | Common Stock | 47,000 | (1) | 47,000 | D | ||||
Employee Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 600,000 | (2) | (1) | Common Stock | 600,000 | (1) | 600,000 | D | ||||
Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 469,461 | (1) | 03/01/2030 | Common Stock | 469,461 | (1) | 469,461 | D | ||||
Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 299,529 | (1) | 03/01/2029 | Common Stock | 299,529 | (1) | 299,529 | D | ||||
Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 300,000 | (2) | 02/13/2027 | Common Stock | 300,000 | (1) | 300,000 | D | ||||
Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 261,000 | (2) | 03/01/2028 | Common Stock | 261,000 | (1) | 261,000 | D | ||||
Employee Stock Option (right to buy) | $4.19 | 05/20/2022 | A | 800,000 | (2) | (1) | Common Stock | 800,000 | (1) | 800,000 | D |
Explanation of Responses: |
1. 1. These options were amended pursuant to the Separation Agreement and Release between the Reporting Person and the Issuer, dated May 16, 2022 (the "Separation Agreement"), a copy of which will be filed as an exhibit to the Issuer's quarterly report on Form 10-Q for the fiscal quarter ending June 30, 2022. Pursuant to the terms of the Separation Agreement, the exercise price of each option was reduced to the closing price of the Issuer's Common Stock on the date the Reporting Person ceased to serve as Chief Executive Officer of the Issuer (May 20, 2022), any unvested options will vest immediately and in full on the Reporting Person's last day of employment with the Issuer, which shall be no later than the Issuer's 2022 Annual Meeting of Stockholders (the "Termination Date"), and the options will remain exercisable through the third anniversary of the Termination Date. |
2. This option is currently exercisable in full. |
3. The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2020. |
4. The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2019. |
/s/ John Platz, Attorney-in-Fact for Steven R. Boal | 05/24/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |