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^*

Walsh Michael R.

(Last)

(First)

(Middle)

400 LOGUE AVENUE

(Street)

MOUNTAIN VIEW

94043

(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)

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

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	1,301,600	D

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)	⁽¹⁾	⁽²⁾	Common Stock	880,000	$0.63	D
Employee Stock Option (right to buy)	⁽³⁾	01/18/2017	Common Stock	240,000	$0.2438	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/14/2019	Common Stock	800,000	$0.1875	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/17/2021	Common Stock	49,968	$3.675	D
Employee Stock Option (right to buy)	⁽⁶⁾	04/17/2021	Common Stock	6,032	$3.675	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/06/2022	Common Stock	51,174	$5.325	D
Employee Stock Option (right to buy)	⁽⁸⁾	02/06/2022	Common Stock	34,825	$5.325	D
Employee Stock Option (right to buy)	⁽⁹⁾	02/06/2023	Common Stock	93,130	$3.7	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	02/06/2023	Common Stock	26,869	$3.7	D

Explanation of Responses:

1. Each share will automatically convert into one share of Common Stock immediately prior to closing of the Issuer's Initial Public Offering.

2. Not applicable.

3. Options were granted on 1/19/2007, are fully vested and immediately exercisable.

4. Options were granted on 5/15/2009, are fully vested and immediately exercisable.

5. Subject to the Reporting Person's continued service to the Issuer, 25% of the shares underlying the options vested on the one-year anniversary of 4/18/2011, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 4/18/2015.

6. Options were granted on 4/18/2011, are fully vested and immediately exercisable.

7. Subject to the Reporting Person's continued service to the Issuer, 25% of the shares underlying the options vest on the one-year anniversary of 2/07/2012, and thereafter 1/36th of the shares vest monthly and become 100% exercisable on 12/07/2015.

8. Subject to the Reporting Person's continued service to the Issuer, 25% of the shares underlying the options vest on the one-year anniversary of 2/07/2012, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 2/07/2016.

9. Subject to the Reporting Person's continued service to the Issuer, 25% of the shares underlying the options vest on the one-year anniversary of 2/07/2013, and thereafter 1/36th of the shares vest monthly and become 100% exercisable on 12/07/2016.

10. Subject to the Reporting Person's continued service to the Issuer, 25% of the shares underlying the options vest on the one-year anniversary of 2/07/2013, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 2/07/2017.

Remarks:

	By: /s/Richard Hornstein, as Power of Attorney on behalf of Michael R. Walsh	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).
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.