Sec Form 4 Filing - Aamir Mir @ COUPONS.com Inc - 2015-01-05

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Aamir Mir
2. Issuer Name and Ticker or Trading Symbol
COUPONS.com Inc [ COUP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and COO
(Last) (First) (Middle)
C/O COUPONS.COM INCORPORATED, 400 LOGUE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2015
(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 01/05/2015 01/05/2015 M 500 A $ 8.65 339,362 ( 1 ) D
Common Stock 01/05/2015 01/05/2015 S( 2 ) 914 D $ 17.013 ( 3 ) 338,448 ( 1 ) D
Common Stock 01/06/2015 01/06/2015 M 500 A $ 8.65 338,948 ( 1 ) D
Common Stock 01/06/2015 01/06/2015 S( 2 ) 914 D $ 16.4518 ( 4 ) 338,034 ( 1 ) 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 Deriva tive 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
Employee Stock Option (right to buy) $ 8.65 01/05/2015 01/05/2015 M 500 10/24/2014 11/04/2023 Common Stock 500 $ 0 378,472 D
Employee Stock Option (right to buy) $ 8.65 01/06/2015 01/06/2015 M 500 10/24/2014 11/04/2023 Common Stock 500 $ 0 377,972 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aamir Mir
C/O COUPONS.COM INCORPORATED
400 LOGUE AVENUE
MOUNTAIN VIEW, CA94043
CFO and COO
Signatures
/s/Richard Hornstein Atty-in-Fact for Mir Aamir 01/07/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the reported shares, 287,980 shares are represented by RSUs which continue to vest in equal annual installments over the next three years.
( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2014.
( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.74 to $17.23, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated 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.
( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.85, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated 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.

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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