0000905148-23-000634.txt : 20230807 0000905148-23-000634.hdr.sgml : 20230807 20230807205403 ACCESSION NUMBER: 0000905148-23-000634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230803 FILED AS OF DATE: 20230807 DATE AS OF CHANGE: 20230807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wargotz Michael H CENTRAL INDEX KEY: 0001367557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36331 FILM NUMBER: 231149047 MAIL ADDRESS: STREET 1: AXCESS WORLDWIDE STREET 2: 515 MADISON AVE., 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quotient Technology Inc. CENTRAL INDEX KEY: 0001115128 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 770485123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1260 EAST STRINGHAM AVENUE STREET 2: SUITE 600 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 650-605-4600 MAIL ADDRESS: STREET 1: 1260 EAST STRINGHAM AVENUE STREET 2: SUITE 600 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS.com Inc DATE OF NAME CHANGE: 20131023 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS INC DATE OF NAME CHANGE: 20050802 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS COM INC DATE OF NAME CHANGE: 20000522 4 1 form4.xml X0508 4 2023-08-03 0001115128 Quotient Technology Inc. QUOT 0001367557 Wargotz Michael H C/O QUOTIENT TECHNOLOGY INC. 1260 EAST STRINGHAM AVENUE, SUITE 600 SALT LAKE CITY UT 84106 true false Common Stock 2023-08-03 4 A 0 44080 0 A 113140 D Represents grant of Restricted Stock Units (the "RSUs") payable solely in common stock of the Issuer, which has entered into an Agreement and Plan of Merger ("Merger Agreement") with CB Neptune Holdings, LLC ("Neptune"), pursuant to which Neptune will, subject to the terms and conditions of the Merger Agreement, acquire the Issuer (the "Proposed Acquisition"), and pursuant to which the Issuer will continue as the surviving corporation operating as a wholly owned subsidiary of Neptune (the "Merger"). In the event that the Merger is not consummated, these shares will vest in full upon the earlier of (i) one day prior to the date of the Issuer's annual meeting of stockholders to be held in 2024, or (ii) one year from August 3, 2023, subject to the recipient's continued service as a director through the vesting date. In the event that the Merger is consummated, (x) these shares will vest on a pro-rata basis (determined based on the product of (i) the 44,080 RSUs subject to the award, multiplied by (ii) the ratio determined by dividing (A) the number of days between the August 3, 2023 grant date and the consummation date of the Merger by (B) the number of days in a one-year vesting term from the date of grant, with the number of vested RSUs rounded down to the nearest whole number, and (y) upon and as of the consummation date of the Merger, and subject to the Reporting Person's continuous service as a director up to and including such date, they will be entitled to receive such number of vested RSUs and the remainder of the shares subject to the grant will be cancelled for no consideration. /s/ John Platz, Attorney-in-Fact for Michael Wargotz 2023-08-07