Steven R. Boal Form 4 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 and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2019

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	11/01/2019		F		3,099(1)	D	$8.66	3,439,837	D
Common Stock	11/01/2019		F		6,198(2)	D	$8.66	3,433,639	D
Common Stock								912,348	I	By Family Trust(3)
Common Stock								3,237	I	By Child Trust(4)
Common Stock								3,237	I	By Child Trust(5)
Common Stock								3,237	I	By Child Trust(6)

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 November 1, 2019, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on February 17, 2016 for 100,000 shares in total. Beginning March 1, 2019, the unvested RSU award will continue to vest in 6.25% increments on each three (3) month anniversary of the vesting commencement date until fully vested.

2. Represents the number of shares withheld by and surrendered to the Issuer on November 1, 2019, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on February 14, 2017 for 200,000 shares in total. Beginning March 1, 2019, the unvested RSU award will continue to vest in 6.25% increments on each three (3) month anniversary of the vesting commencement date until fully vested.

3. These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.

4. These shares are held directly by Stuart Schiff TTEE of the EBB 2011 Trust dated September 23, 2011.

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

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

Remarks:

	/s/ Margaret Tong, Attorney-in-Fact for Steven R. Boal	11/05/2019
	** 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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