Sec Form 4 Filing - Khan Yuneeb Ullah @ Quotient Technology Inc. - 2022-08-01

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
Khan Yuneeb Ullah
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)
Chief Financial Officer
(Last) (First) (Middle)
C/O QUOTIENT TECHNOLOGY INC., 1260 EAST STRINGHAM AVENUE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2022
(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 08/01/2022 A 522,648( 1 ) A $ 0 522,648 D
Common Stock 08/01/2022 A 470,383( 2 ) A $ 0 993,031 D
Common Stock 08/01/2022 A 470,383( 3 ) A $ 0 1,463,414 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
Khan Yuneeb Ullah
C/O QUOTIENT TECHNOLOGY INC.
1260 EAST STRINGHAM AVENUE, SUITE 600
SALT LAKE CITY, UT84106
Chief Financial Officer
Signatures
s/ John Platz, Attorney-in-Fact for Yuneeb U. Khan 08/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of Restricted Stock Units ("RSUs") payable solely in common stock of the Issuer that vests as to 25% of the total number of shares on August 1, 2023, and in 6.25% quarterly installments thereafter, subject to the Reporting Person's continued employment through each applicable vesting date.
( 2 )Represents an award of RSUs payable solely in common stock of the Issuer that vests in 6.25% quarterly installments over a four-year period from August 1, 2022, subject to the Reporting Person's continued employment through each applicable vesting date.
( 3 )Represents an award of RSUs payable solely in common stock of the Issuer that vests in 1/3 installments if the Issuer's common stock achieves, for 20 consecutive trading days at any point during the 31 months following the August 1, 2022 grant, a price per share that equals or exceeds the following thresholds: $9.735, $12.98 and $16.225, provided that if any threshold is met before February 28, 2023, 50% of the tranche will vest on that date and the remaining 50% will vest one year later.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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