Sec Form 4 Filing - Chen Connie L @ Quotient Technology Inc. - 2020-03-01

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 Chen Connie L 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) GC, Sec. and Comp. Officer (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2020 (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 03/01/2020 F 842 ( 1 ) D $ 8.95 255,282 D Common Stock 03/01/2020 F 914 ( 2 ) D $ 8.95 254,368 D Common Stock 03/01/2020 A 10,475 ( 3 ) A $ 0 264,843 D Common Stock 03/01/2020 F 3,623 ( 4 ) D $ 8.95 261,220 D Common Stock 03/01/2020 A 67,039 ( 5 ) A $ 0 328,259 D Common Stock 03/02/2020 S( 6 ) 9,032 D $ 8.7965 ( 7 ) 319,227 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 Stock Option (right to buy) $ 8.95 03/01/2020 A 140,838 ( 8 ) 03/01/2030 Common Stock 140,838 $ 0 140,838 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chen Connie L C/O QUOTIENT TECHNOLOGY INC. 400 LOGUE AVENUE MOUNTAIN VIEW, CA94043 GC, Sec. and Comp. Officer Signatures /s/ Connie Chen 03/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2020, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2018. The RSU award for 40,000 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2018. ( 2 )Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2020, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2019. The RSU award for 42,671 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2019. ( 3 )Represents shares received upon the settlement of a grant of fully-vested RSU award on March 1, 2020 (the "Bonus RSU award"). The Bonus RSU award was granted per the terms of the Issuer's Performance Incentive Bonus Plan. ( 4 )Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2020, to satisfy tax withholding obligations that arose in connection with the receipt of the Bonus RSU award. ( 5 )Represents grant of the RSU award payable solely in common stock of the Issuer that vest in 6.25% quarterly installments over a four-year period from March 1, 2020. ( 6 )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 November 20, 2019. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.74 to $8.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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. ( 8 )The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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