Sec Form 4 Filing - Boal Steven R. @ Quotient Technology Inc. - 2022-05-20

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)
Former CEO
(Last) (First) (Middle)
C/O QUOTIENT TECHNOLOGY INC., 1260 EAST STRINGHAM AVENUE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2022
(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
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) $ 8.51 05/20/2022 D 47,000 ( 2 ) 02/16/2026 Common Stock 47,000 ( 1 ) 0 D
Employee Stock Option (right to buy) $ 8.65 05/20/2022 D 600,000 ( 2 ) 11/13/2023 Common Stock 600,000 ( 1 ) 0 D
Stock Option (right to buy) $ 8.95 05/20/2022 D 469,461 ( 3 ) 03/01/2030 Common Stock 469,461 ( 1 ) 0 D
Stock Option (right to buy) $ 9.96 05/20/2022 D 299,529 ( 4 ) 03/01/2029 Common Stock 299,529 ( 1 ) 0 D
Stock Option (Right to Buy) $ 13 05/20/2022 D 300,000 ( 2 ) 02/13/2027 Common Stock 300,000 ( 1 ) 0 D
Stock Option (Right to Buy) $ 13.1 05/20/2022 D 261,000 ( 2 ) 03/01/2028 Common Stock 261,000 ( 1 ) 0 D
Employee Stock Option (right to buy) $ 25 05/20/2022 D 800,000 ( 2 ) 11/13/2023 Common Stock 800,000 ( 1 ) 0 D
Stock Option (Right to Buy) $ 4.19 05/20/2022 A 47,000 ( 2 ) 02/16/2026 Common Stock 47,000 ( 1 ) 47,000 D
Employee Stock Option (right to buy) $ 4.19 05/20/2022 A 600,000 ( 2 ) ( 1 ) Common Stock 600,000 ( 1 ) 600,000 D
Stock Option (right to buy) $ 4.19 05/20/2022 A 469,461 ( 1 ) 03/01/2030 Common Stock 469,461 ( 1 ) 469,461 D
Stock Option (right to buy) $ 4.19 05/20/2022 A 299,529 ( 1 ) 03/01/2029 Common Stock 299,529 ( 1 ) 299,529 D
Stock Option (right to buy) $ 4.19 05/20/2022 A 300,000 ( 2 ) 02/13/2027 Common Stock 300,000 ( 1 ) 300,000 D
Stock Option (right to buy) $ 4.19 05/20/2022 A 261,000 ( 2 ) 03/01/2028 Common Stock 261,000 ( 1 ) 261,000 D
Employee Stock Option (right to buy) $ 4.19 05/20/2022 A 800,000 ( 2 ) ( 1 ) Common Stock 800,000 ( 1 ) 800,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boal Steven R.
C/O QUOTIENT TECHNOLOGY INC.
1260 EAST STRINGHAM AVENUE, SUITE 600
SALT LAKE CITY, UT84106
X Former CEO
Signatures
/s/ John Platz, Attorney-in-Fact for Steven R. Boal 05/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1. These options were amended pursuant to the Separation Agreement and Release between the Reporting Person and the Issuer, dated May 16, 2022 (the "Separation Agreement"), a copy of which will be filed as an exhibit to the Issuer's quarterly report on Form 10-Q for the fiscal quarter ending June 30, 2022. Pursuant to the terms of the Separation Agreement, the exercise price of each option was reduced to the closing price of the Issuer's Common Stock on the date the Reporting Person ceased to serve as Chief Executive Officer of the Issuer (May 20, 2022), any unvested options will vest immediately and in full on the Reporting Person's last day of employment with the Issuer, which shall be no later than the Issuer's 2022 Annual Meeting of Stockholders (the "Termination Date"), and the options will remain exercisable through the third anniversary of the Termination Date.
( 2 )This option is currently exercisable in full.
( 3 )The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2020.
( 4 )The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2019.

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