Sec Form 3 Filing - Kellerman John Peter @ Quotient Technology Inc. - 2022-04-05

FORM 3 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 Kellerman John Peter 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) Interim CFO (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 1260 EAST STRINGHAM AVENUE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2022 (Street) SALT LAKE CITY, UT84106 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 78,314( 1 )( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kellerman John PeterC/O QUOTIENT TECHNOLOGY INC. 1260 EAST STRINGHAM AVENUE, SUITE 600 SALT LAKE CITY, UT84106 Interim CFO Signatures /s/ John Platz, Attorney-in-Fact for John P. Kellerman 04/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) a Restricted Stock Units (RSUs) award granted on August 1, 2020 with respect to 40,000 shares of common stock which vests as to 25% of the RSUs on April 1, 2021 and as to 6.25% of the RSUs every three (3) months thereafter; (ii) an RSU award granted on August 4, 2020 with respect to 14,000 shares of common stock which vests as to 6.25% of the RSUs on November 1, 2020 and every three (3) months thereafter; (iii) an RSU award granted on August 1, 2021 with respect to 25,000 shares of common stock which vests as to 6.25% of the RSUs on November 1, 2021 and every three (3) months thereafter; and (iv) an RSU award granted on March 1, 2022 with respect to 6,000 shares of common stock which vests as to 100% of the RSUs on December 31, 2022, (continued on next footnote) ( 2 )(continued from previous footnote) each of which is payable solely in common stock of the issuer and of which 10,436 shares in the aggregate were withheld by and surrendered to the Issuer to satisfy tax withholding obligations that arose in connection with vesting events, and (v) 3,750 shares acquired by the reporting person under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan, of which 1,250 shares were acquired on each of November 15, 2020, May 15, 2021, and November 15, 2021.

Remarks: Exhibit 24 - Power of Attorney

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