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.
400 LOGUE AVENUE

(Street)
MOUNTAIN VIEW CA 94043

(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)
06/01/2021
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)
Code V Amount (A) or (D) Price
Common Stock 06/01/2021 F 4,128(1) D $11.46 3,648,709 D
Common Stock 06/01/2021 F 3,255(2) D $11.46 3,645,454 D
Common Stock 06/01/2021 F 5,011(3) D $11.46 3,640,443 D
Common Stock 06/01/2021 F 5,510(4) D $11.46 3,634,933 D
Common Stock 912,348 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the number of shares withheld by and surrendered to the Issuer on June 1, 2021, 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 vests 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 June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from 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 June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from 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 June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from 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.
Remarks:
/s/ Connie Chen, Attorney-in-Fact for Steven R. Boal 06/03/2021
** 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).
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.