SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Boal Steven R.

(Last)

(First)

(Middle)

C/O QUOTIENT TECHNOLOGY INC.

1260 EAST STRINGHAM AVENUE, SUITE 600

(Street)

SALT LAKE CITY

84106

(City)

(State)

(Zip)

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)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2022		F		4,772⁽¹⁾	D	$6.49	2,080,801⁽⁹⁾	D
Common Stock	03/01/2022		F		3,303⁽²⁾	D	$6.49	2,077,498	D
Common Stock	03/01/2022		F		4,842⁽³⁾	D	$6.49	2,072,656	D
Common Stock	03/01/2022		F		3,843⁽⁴⁾	D	$6.49	2,068,813	D
Common Stock	03/01/2022		A		385,208⁽¹⁰⁾	A	$0	2,454,021	D
Common Stock	03/01/2022		A		385,208⁽¹¹⁾	A	$0	2,839,229	D
Common Stock								456,174⁽⁹⁾	I	By Family Trust⁽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 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2018. The RSU award for 191,000 shares in total vested in 6.25% quarterly installments over a four-year period from March 1, 2018.

2. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2019. The RSU award for 150,602 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2019.

3. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2020. The RSU award for 223,463 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2020.

4. Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2021. The RSU award for 177,809 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2021.

5. These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005, of which Mr. Boal is a co-trustee.

6. These shares are held directly by Stuart Schiff TTEE of the EBB 2011 Trust dated September 23, 2011.

7. These shares are held directly by Stuart Schiff TTEE of the JMB 2011 Trust dated September 23, 2011.

8. These shares are held directly by Stuart Schiff TTEE of the SEB 2011 Trust dated September 23, 2011.

9. Since the date of last ownership report, 1,478,318 shares of common stock held directly by the Reporting Person and 456,174 shares of common stock held directly by the SMSEJ Family Trust U/A dated July 18, 2005, of which Mr. Boal is a co-trustee, were transferred to the Reporting Person's ex-wife pursuant to a domestic relations order (the "DRO"). The Reporting Person no longer reports as beneficially owned any securities owned by the Reporting Person's ex-wife. The Reporting Person maintains sole voting power over such securities pursuant to a grant of irrevocable proxy contained in the DRO. Any of the securities that the Reporting person's ex-wife sells in the open market will cease to be subject to the proxy. In addition, the DRO requires that any sales of securities by the Reporting Person's ex-wife comply with certain time and volume limitations.

10. Represents an award of Restricted Stock Units ("RSUs") payable solely in common stock of the Issuer that vests in 6.25% quarterly installments over a four-year period from March 1, 2022.

11. 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 three years following the March 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.

	/s/ John Platz, Attorney-in-Fact for Steven R. Boal	03/03/2022
	** 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 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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