Quotient Technology (QUOT) Form 4/A Quotient Technology / Steven R. Boal 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^*

Boal Steven R.

(Last) (First) (Middle)

C/O QUOTIENT TECHNOLOGY INC.

400 LOGUE AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/02/2016

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	12/01/2016		S(1)		30,000	D	$12.7339(2)	3,406,635(3)	D
Common Stock								2,882(3)	I	By Family Trust(4)
Common Stock								454,733	I	By GRAT(5)
Common Stock								454,733	I	By Wife GRAT(6)
Common Stock								3,237	I	By Child Trust(7)
Common Stock								3,237	I	By Child Trust(8)
Common Stock								3,237	I	By Child Trust(9)

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. The reporting person failed to timely report the sale of 30,000 shares on December 1, 2016.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.70 to #12.825, inclusive. The reporting person undertakes to provide Quotient Technology, Inc., any security holder of Quotient Technology, Inc. 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 range set forth in this footnote.

3. The number of derivative securities reported in column 5 reflects the number of shares held by the reporting person as of the filing date of this Form 4A and gives effect to all other amendments filed by the reporting person as of the date hereof.

4. These shares are held directly by the SMSEJ Family Trust U/A dated July 19,2 005 of which Mr. Boal is a co-trustee.

5. These shares are held directly by Steven R. Boal TTEE of the Steven R. Boal Annuity Trust dated December 6, 2013.

6. These shares are held directly by Steven R. Boal TTEE of the Michele L. Boal Annuity Trust dated December 6, 2013.

7. These shares are held directly by Stuart Shiff TTEE of the EFF 2011 Trust dated September 23, 2011.

8. These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.

9. These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.

	/s/Margaret Tong Atty-in-Fact for Steven R. Boal	05/18/2018
	** 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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