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 COUPONS.COM INCORPORATED

400 LOGUE AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COUPONS.com Inc [ COUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015

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	02/20/2015	02/20/2015	M		37,500	A	$0	3,989,954	I	By Family Trust⁽¹⁾
Common Stock	02/23/2015	02/23/2015	S⁽²⁾		4,892	D	$9.6559⁽³⁾	3,984,702	I	By Family Trust⁽¹⁾
Common Stock	02/24/2015	02/24/2015	S⁽²⁾		4,726	D	$10.0516⁽⁴⁾	3,979,976	I	By Family Trust⁽¹⁾
Common Stock	02/24/2015	02/24/2015	S		7,608	D	$10.0036⁽⁵⁾	3,972,368	I	By Family Trust⁽¹⁾
Common Stock								1,367,569	D
Common Stock								454,733	I	By Trust⁽⁶⁾
Common Stock								454,733	I	By Wife Trust⁽⁷⁾
Common Stock								3,237	I	By Child Trust⁽⁸⁾
Common Stock								3,237	I	By Child Trust⁽⁹⁾
Common Stock								3,237	I	By Child Trust⁽¹⁰⁾

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)
Restricted Stock Unit	⁽¹¹⁾	02/20/2015	02/20/2015	M			37,500	⁽¹²⁾	⁽¹²⁾	Common Stock	37,500	$0	112,500	D

Explanation of Responses:

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

2. The sales reported on this Form 4 were sold by the reporting person pursuant to am Issuer approved "Sales to Cover Plan" in order to cover withholding taxes incident to the vesting of the restricted stock unit.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.6101 to $9.71, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.94 to $10.07, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.95 to $10.20, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. These shares are held directly by Steven R. Boal TTEE of the Steven R. Boal Annuity Trust dated December 6, 2013.

7. These shares are held directly by Steven R. Boal TTEE of the Michelle L. Boal Annuity Trust dated December 6, 2013.

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

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

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

11. The par value of COUP common stock is $0.00001 per share

12. 1/4th of the restricted stock unit granted on May 1, 2014 became vested on February 20, 2015 and shares were delivered to reporting person on that date. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

	/s/Richard Hornstein Atty-in-Fact for Steven R. Boal	02/24/2015
	** 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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