SEC FORM 4

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^*

Chen Connie L

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
GC, Sec. and Comp. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022

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	12/01/2022		F		923⁽¹⁾	D	$2.93	583,894	D
Common Stock	12/01/2022		F		1,449⁽²⁾	D	$2.93	582,445	D
Common Stock	12/01/2022		F		1,153⁽³⁾	D	$2.93	581,292	D
Common Stock	12/01/2022		F		2,498⁽⁴⁾	D	$2.93	578,794	D

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 December 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 42,671 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2019.

2. Represents the number of shares withheld by and surrendered to the Issuer on December 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a RSU award granted on March 1, 2020. The RSU award for 67,039 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2020.

3. Represents the number of shares withheld by and surrendered to the Issuer on December 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a RSU award granted on March 1, 2021. The RSU award for 53,342 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2021.

4. Represents the number of shares withheld by and surrendered to the Issuer on December 1, 2022, to satisfy tax withholding obligations that arose in connection with a vesting event from a RSU award granted on March 1, 2022. The RSU award for 115,562 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2022.

	/s/ John Platz, Attorney-in-Fact for Connie Chen	12/05/2022
	** 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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