Sec Form 4 Filing - Boal Steven R. @ Quotient Technology Inc. - 2017-02-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) Executive Chairman (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2017 (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 02/17/2017 M 25,000 A $ 0 3,406,635 ( 1 ) ( 2 ) D Common Stock 2,882 I By Family Trust ( 2 ) ( 3 ) Common Stock 454,733 I By GRAT ( 4 ) Common Stock 454,733 I By Wife GRAT ( 5 ) Common Stock 3,237 I By Child Trust ( 6 ) Common Stock 3,237 I By Child Trust ( 7 ) Common Stock 3,237 I By Child Trust ( 8 )

Table II - Derivative Securit ies 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 Restricted Stock Unit $ 0 ( 9 ) 02/17/2017 M 25,000 ( 10 ) ( 10 ) Common Stock 25,000 $ 0 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boal Steven R. C/O QUOTIENT TECHNOLOGY INC. 400 LOGUE AVENUE MOUNTAIN VIEW, CA94043 X Executive Chairman Signatures /s/Margaret Tong Atty-in-Fact for Steven R. Boal 05/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 17, 2017 the reporting person had a vesting of an award of restricted stock units granted on February 17, 2016 that was not timely reported. The Form 4 filed on February 23, 2017 properly reported sales of certain of the released shares to cover all tax liabilities in connection with the vesting of this restricted stock unit. ( 2 )The number of derivative securities reported in column 5 reflects the number of shares held by the reporting person as of the filing date of this Form 4 and gives effect to all other amendments filed by the reporting person as of the date hereof. ( 3 )These shares are held directly by the SMSEJ Family Trust U/A dated July 18,2005 of which Mr. Boal is a co-trustee. ( 4 )These shares are held directly by Steven R. Boal TTEE of the Steven R. Boal Annuity Trust dated December 6, 2013. ( 5 )These shares are held directly by Steven R. Boal TTEE of the Michele L. Boal Annuity Trust dated December 6, 2013. ( 6 )These shares are directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011. ( 7 )These shares are directly held by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011. ( 8 )These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011. ( 9 )The par value of QUOT common stock is $0.00001 per share ( 10 )1/4th of the restricted stock unit granted on February 17, 2016 became vested on February 17, 2017 and shares were delivered to reporting person on such vest date. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.