Sec Form 4 Filing - Krug Dana @ OUTERWALL INC - 2016-09-23

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 Krug Dana 2. Issuer Name and Ticker or Trading Symbol OUTERWALL INC [ OUTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP, Sales (Last) (First) (Middle) C/O OUTERWALL INC., 1800 114TH AVE. SE 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2016 (Street) BELLEVUE, WA98004 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 09/23/2016 U( 1 )( 2 ) 1,151 D $ 52 6,545 D Common Stock 09/27/2016 A 3,871 ( 3 ) A $ 0 10,416 D Common Stock 09/27/2016 U( 2 ) 10,416 D $ 52 0 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 Krug Dana C/O OUTERWALL INC., 1800 114TH AVE. SE BELLEVUE, WA98004 Senior VP, Sales Signatures /s/ Donald R. Rench, Attorney-in-Fact 09/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated July 24, 2016, by and among Outerwall Inc. ("Issuer"), Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc. and Redbox Automated Retail, LLC (the "Merger Agreement"), on August 5, 2016, Aspen Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $52.00 per share, in cash, without interest (the "Merger Consideration"). The shares shown on this line were tendered in the Offer. ( 2 )Pursuant the Merger Agreement, each outstanding share of common stock of Issuer at the Effective Time (as defined in the Merger Agreement) was converted into the right to receive the Merger Consideration. ( 3 )These shares were granted pursuant to performance-based restricted stock awards deemed earned at target pursuant to the terms of the Merger Agreement.

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.