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^*

Boal Steven 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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	1,565,191	D
Common Stock	500,000	I	By Steven R. Boal, Trustee of the Michele L. Boal Annuity Trust dated December 6, 2013
Common Stock	500,000	I	By Steven R. Boal, Trustee of the Steven R. Boal Annuity Trust dated December 6, 2013
Common Stock	3,237	I	by Stuart Shiff, Trustee of the EBB 2011 TRUST dated September 23, 2011
Common Stock	3,237	I	by Stuart Shiff, Trustee of the JMB 2011 TRUST dated September 23, 2011
Common Stock	3,237	I	by Stuart Shiff, Trustee of the SEB 2011 TRUST dated September 23, 2011

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	3,653,938	$0.63	D
Employee Stock Option (right to buy)	⁽³⁾	11/12/2014	Common Stock	63,256	$0.2688	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/18/2017	Common Stock	240,000	$0.2688	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/17/2021	Common Stock	160,000	$3.675	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/06/2022	Common Stock	200,000	$5.325	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/06/2023	Common Stock	240,000	$3.7	D
Employee Stock Option (right to buy)	⁽⁸⁾	11/13/2023	Common Stock	600,000	$8.65	D
Employee Stock Option (right to buy)	⁽⁸⁾	11/13/2023	Common Stock	600,000	$16.25	D
Employee Stock Option (right to buy)	⁽⁸⁾	11/13/2023	Common Stock	800,000	$25	D

Explanation of Responses:

1. Each share will automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering.

2. Not applicable.

3. Options were granted on 11/12/2004, are fully vested, immediately exerciseable and expire on 11/12/2014.

4. Options were granted on 1/19/2007, are fully vested, immediately exerciseable and expire on 1/18/2017.

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. 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 2/07/2012, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 2/07/2016.

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 2/07/2013, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 2/07/2017.

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 11/14/2013, and thereafter 1/48th of the shares vest monthly and become 100% exercisable on 11/14/2017.

Remarks:

	/s/ Richard Hornstein, as Power of Attorney on behalf of Steven R. Boal	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.