Sec Form 4 Filing - Boal Steven R. @ Quotient Technology Inc. - 2022-06-29

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 1260 EAST STRINGHAM AVENUE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2022 (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 06/29/2022 A 177,809( 1 ) A $ 0 3,448,574 D Common Stock 06/29/2022 F 88,158( 2 ) D $ 3.14 3,360,416 D Common Stock 06/29/2022 F 190,988( 3 ) D $ 3.14 3,169,428 D Common Stock 06/29/2022 F 14,001( 4 ) D $ 3.14 3,155,427 D Common Stock 06/29/2022 F 48,475( 5 ) D $ 3.14 3,106,952 D Common Stock 06/29/2022 F 60,611( 6 ) D $ 3.14 3,046,341 D Common Stock 06/29/2022 F 179,055( 7 ) D $ 3.14 2,867,286 D Common Stock 3,237 I By Child Trust( 8 ) Common Stock 3,237 I By Child Trust( 9 ) Common Stock 3,237 I By Child Trust( 10 )

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. 1260 EAST STRINGHAM AVENUE, SUITE 600 SALT LAKE CITY, UT84106 X Signatures /s/ John Platz, Attorney-in-Fact for Steven R. Boal 07/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares received upon the 100% vesting and settlement of a performance-based restricted stock unit award granted on March 1, 2021 (the "PSU award"). The PSU award was granted per the terms of the Issuer's Long-Term Incentive Program and vested at 100% of the target level on the Reporting Person's last day of employment with the Issuer 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, and a description of which is set forth in the Issuer's report filed on Form 8-K with the Securities and Exchange Commission on May 20, 2022. ( 2 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting at 100% of the target level of the PSU award granted on March 1, 2021. The PSU award was for 177,809 shares at 100% of the target level. ( 3 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting at 100% of the target level of the PSU award granted on March 1, 2022. The PSU award was for 385,208 shares at 100% of the target level. ( 4 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the restricted stock unit award (the "RSU award") granted on March 1, 2019. The RSU award was for 150,602 shares in total. ( 5 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2020. The RSU award was for 223,463 shares in total. ( 6 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2021. The RSU award was for 177,809 shares in total. ( 7 )Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2022. The RSU award was for 385,208 shares in total. ( 8 )These shares are held directly by Stuart Schiff TTEE of the EBB 2011 Trust dated September 23, 2011. ( 9 )These shares are held directly by Stuart Schiff TTEE of the JMB 2011 Trust dated September 23, 2011. ( 10 )These shares are held directly by Stuart Schiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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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