SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Burbank John Howard III

(Last)

(First)

(Middle)

ONE MARKET STREET

STEUART TOWER, STE. 2200

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2014

3. Issuer Name and Ticker or Trading Symbol
COUPONS.com Inc [ COUP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	286,395	D
Common Stock	2,010	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series 1 Preferred Stock (Convertible)	⁽²⁾	⁽³⁾	Common Stock	1,916,509	$0.63	I	See Footnote⁽⁴⁾
Series A-2 Preferred Stock (Convertible)	⁽²⁾	⁽³⁾	Common Stock	302,679	$2.46	I	See Footnote⁽⁴⁾
Series A-3 Preferred Stock (Convertible)	⁽²⁾	⁽³⁾	Common Stock	2,599,858	$2.58	I	See Footnote⁽⁴⁾
Series A-4 Preferred Stock (Convertible)	⁽²⁾	⁽³⁾	Common Stock	1,629,035	$3.91	I	See Footnote⁽⁴⁾
Series A-5 Preferred Stock (Convertible)	⁽²⁾	⁽³⁾	Common Stock	5,342,513	$5.96	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Shares held directly by Passport Ventures II, LLC. John H. Burbank III serves as the managing member of Passport Ventures II, LLC and in such capacity, has sole voting and investment power over the shares held by Passport Ventures II, LLC. Mr. Burbank disclaims beneficial ownership of the shares held directly by Passport Ventures II, LLC except to the extent of his pecuniary interest therein.

2. Each share will automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering.

3. The shares of this series of Preferred Stock have no expiration date.

4. Shares held directly by JHB Ventures, LLC. John H. Burbank III serves as the managing member of JHB Ventures, LLC and, in such capacity, has sole voting and investment power over the shares held by JHB Ventures, LLC.

Remarks:

	/s/ John H. Burbank III	03/06/2014
	** Signature of Reporting Person	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 5 (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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