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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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. 1260 EAST STRINGHAM AVENUE, SUITE 600 (Street) SALT LAKE CITY UT 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/29/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/29/2022		A		177,809(1)	A	$0	3,448,574	D
Common Stock	06/29/2022		F		88,158(2)	D	$3.14	3,360,416	D
Common Stock	06/29/2022		F		190,988(3)	D	$3.14	3,169,428	D
Common Stock	06/29/2022		F		14,001(4)	D	$3.14	3,155,427	D
Common Stock	06/29/2022		F		48,475(5)	D	$3.14	3,106,952	D
Common Stock	06/29/2022		F		60,611(6)	D	$3.14	3,046,341	D
Common Stock	06/29/2022		F		179,055(7)	D	$3.14	2,867,286	D
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares received upon the 100% vesting and settlement of a performance-based restricted stock unit award granted on March 1, 2021 (the "PSU award"). The PSU award was granted per the terms of the Issuer's Long-Term Incentive Program and vested at 100% of the target level on the Reporting Person's last day of employment with the Issuer pursuant to the Separation Agreement and Release between the Reporting Person and the Issuer, dated May 16, 2022 (the "Separation Agreement"), a copy of which will be filed as an exhibit to the Issuer's quarterly report on Form 10-Q for the fiscal quarter ending June 30, 2022, and a description of which is set forth in the Issuer's report filed on Form 8-K with the Securities and Exchange Commission on May 20, 2022.

2. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting at 100% of the target level of the PSU award granted on March 1, 2021. The PSU award was for 177,809 shares at 100% of the target level.

3. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting at 100% of the target level of the PSU award granted on March 1, 2022. The PSU award was for 385,208 shares at 100% of the target level.

4. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the restricted stock unit award (the "RSU award") granted on March 1, 2019. The RSU award was for 150,602 shares in total.

5. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2020. The RSU award was for 223,463 shares in total.

6. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2021. The RSU award was for 177,809 shares in total.

7. Represents the number of shares withheld by and surrendered to the Issuer on June 29, 2022, to satisfy tax withholding obligations that arose in connection with the accelerated vesting in full of the RSU award granted on March 1, 2022. The RSU award was for 385,208 shares in total.

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

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

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

	/s/ John Platz, Attorney-in-Fact for Steven R. Boal	07/01/2022
	** 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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