Sec Form 4 Filing - Chen Connie @ Quotient Technology Inc. - 2016-10-16

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Chen Connie 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) Gen. Counsel, Sec & Comp. Off (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVE. 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2016 (Street) MOUNTAIN VIEW, CA94043 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/16/2016 10/16/2016 M 6,250 A $ 0 15,775 D Common Stock 10/17/2016 10/17/2016 S( 1 ) 2,428 D $ 11.8028 ( 2 ) 13,347 D Common Stock 10/17/2016 10/17/2016 S( 3 ) 1,384 D $ 11.83 11,963 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Unit $ 0 ( 4 ) 10/16/2016 10/16/2016 M 6,250 ( 5 ) ( 5 ) Common Stock 6,250 $ 0 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chen Connie C/O QUOTIENT TECHNOLOGY INC. 400 LOGUE AVE. MOUNTAIN VIEW, CA94043 Gen. Counsel, Sec & Comp. Off Signatures /s/Margaret Tong Atty-in-Fact for Connie Chen 10/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were made by the reporting person pursuant to an Issuer approved "Sales to Cover Plan" in order to cover withholding taxes incident to the vesting of the restricted stock unit. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.79 to $11.85, 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 sale reported on this Form 4 was made by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on November 24, 2015. ( 4 )The par value of QUOT common stock is $0.00001 per share. ( 5 )25% of the restricted stock unit granted on October 29, 2014 became vested on October 16, 2016 and shares were delivered to reporting person on October 17. 2016. 25% of the restricted stock unit will continue to vest annually thereafter and shares will be delivered to reporting person on each vest 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.