Sec Form 4 Filing - Boal Steven R. @ Quotient Technology Inc. - 2020-12-01

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 and Chairman
(Last) (First) (Middle)
C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2020
(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 12/01/2020 F 5,919 ( 1 ) D $ 7.77 3,588,858 D
Common Stock 12/01/2020 F 4,667 ( 2 ) D $ 7.77 3,584,191 D
Common Stock 12/01/2020 F 6,925 ( 3 ) D $ 7.77 3,577,266 D
Common Stock 912,348 I By Family Trust ( 4 )
Common Stock 3,237 I By Child Trust ( 5 )
Common Stock 3,237 I By Child Trust ( 6 )
Common Stock 3,237 I By Child Trust ( 7 )
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 and Chairman
Signatures
/s/ Margaret Tong, Attorney-in-Fact for Steven R. Boal 12/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares withheld by and surrendered to the Issuer on December 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 191,000 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 December 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 150,602 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2019.
( 3 )Represents the number of shares withheld by and surrendered to the Issuer on December 1, 2020, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2020. The RSU award for 223,463 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2020.
( 4 )These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.
( 5 )These shares are held directly by Stuart Schiff TTEE of the EBB 2011 Trust dated September 23, 2011.
( 6 )These shares are held directly by Stuart Schiff TTEE of the JMB 2011 Trust dated September 23, 2011.
( 7 )These shares are held directly by Stuart Schiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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