Sec Form 4 Filing - Boal Steven R. @ Quotient Technology Inc. - 2017-01-04

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
Boal Steven R.
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
(Last) (First) (Middle)
C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2017
(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 01/04/2017 S( 1 ) 18,642 D $ 11.118 ( 2 ) 1,234,605 D
Common Stock 3,954,976 I By Family Trust ( 3 )
Common Stock 454,733 I By Trust ( 4 )
Common Stock 454,733 I By Wife Trust ( 5 )
Common Stock 3,237 I By Child Trust ( 6 )
Common Stock 3,237 I By Child Trust ( 7 )
Common Stock 3,237 I By Child Trust ( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boal Steven R.
C/O QUOTIENT TECHNOLOGY INC.
400 LOGUE AVENUE
MOUNTAIN VIEW, CA94043
X CEO
Signatures
/s/Margaret Tong Atty-in-Fact for Steven R Boal 01/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were sold by the reporting person pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2016.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.95 to $11.20, 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 )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 Steven R Boal TTEE of the Steven R Boal Annuity Trust dated December 6, 2013.
( 5 )These shares are held directly by Steven R Boal TTEE of the Michelle L Boal Annuity Trust dated December 6, 2013.
( 6 )These shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011.
( 7 )These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.
( 8 )These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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).
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