Sec Form 4 Filing - HORNSTEIN RICHARD @ COUPONS.com Inc - 2014-09-04

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 HORNSTEIN RICHARD 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) General Counsel (Last) (First) (Middle) C/O COUPONS.COM INCORPORATED, 400 LOGUE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2014 (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 09/04/2014 09/04/2014 M 516 A $ 3.675 70,903 D Common Stock 09/04/2014 09/04/2014 S( 1 ) 516 D $ 16 70,387 D Common Stock 09/05/2014 09/05/2014 M 4,900 A $ 3.675 75,287 D Common Stock 09/05/2014 09/05/2014 S( 1 ) 4,900 D $ 16.1357 ( 2 ) 70,387 D Common Stock 6,760 I By Child Trust ( 3 ) Common Stock 6,760 I By Child Trust ( 4 ) Common Stock 6,760 I By Child Trust ( 5 )

Table II - Deri vative 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 Employee Stock Option (right to buy) $ 3.675 09/04/2014 09/04/2014 M 516 03/12/2011 03/11/2020 Common Stock 516 $ 0 487,840 D Employee Stock Option (right to buy) $ 3.675 09/05/2014 09/05/2014 M 4,900 03/12/2011 03/11/2020 Common Stock 4,900 $ 0 482,940 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HORNSTEIN RICHARD C/O COUPONS.COM INCORPORATED 400 LOGUE AVENUE MOUNTAIN VIEW, CA94043 General Counsel Signatures Richard Hornstein 09/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 24, 2014. ( 2 )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 $16.39, 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. ( 3 )The shares are held directly by Wojcicech Sobieszcaznski TTEE of the Brandon Noah Hornstein Trust dated December 24, 2013. ( 4 )The shares are held directly by Wojcicech Sobieszcaznksi TTEE of the Dylan Cole Hornstein Trust dated December 24, 2013. ( 5 )The shares are held directly by Wojcicech Sobieszcaznski TTEE of the Lucas Jaden Hornstein Trust dated December 24, 2013.

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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