0000905148-23-000869.txt : 20230907 0000905148-23-000869.hdr.sgml : 20230907 20230907162212 ACCESSION NUMBER: 0000905148-23-000869 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230905 FILED AS OF DATE: 20230907 DATE AS OF CHANGE: 20230907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Connie L CENTRAL INDEX KEY: 0001661044 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36331 FILM NUMBER: 231242546 MAIL ADDRESS: STREET 1: C/O QUOTIENT TECHNOLOGY INC. STREET 2: 1260 EAST STRINGHAM AVENUE, SUITE 600 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER NAME: FORMER CONFORMED NAME: Chen Connie DATE OF NAME CHANGE: 20151215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quotient Technology Inc. CENTRAL INDEX KEY: 0001115128 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 770485123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1260 EAST STRINGHAM AVENUE STREET 2: SUITE 600 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 650-605-4600 MAIL ADDRESS: STREET 1: 1260 EAST STRINGHAM AVENUE STREET 2: SUITE 600 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS.com Inc DATE OF NAME CHANGE: 20131023 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS INC DATE OF NAME CHANGE: 20050802 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS COM INC DATE OF NAME CHANGE: 20000522 4 1 form4.xml X0508 4 2023-09-05 true 0001115128 Quotient Technology Inc. QUOT 0001661044 Chen Connie L C/O QUOTIENT TECHNOLOGY INC. 1260 EAST STRINGHAM AVENUE, SUITE 600 SALT LAKE CITY UT 84106 true GC, Sec. and Comp. Officer false Common Stock 2023-09-05 4 A 0 188072 0 A 881368 D Common Stock 2023-09-05 4 D 0 881368 4 D 0 D Stock Option (right to buy) 3.2 2023-09-05 4 D 0 150000 D 2032-07-01 Common Stock 150000 0 D Pursuant to the Agreement and Plan of Merger, dated as of June 20, 2023 (the "Merger Agreement"), by and among the Issuer, CB Neptune Holdings, LLC, a Delaware limited liability company ("Parent"), and NRS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), effective September 5, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, the performance-vesting conditions of each Issuer performance stock unit ("PSU") outstanding was deemed achieved as of immediately prior to the effective time of the Merger (the "Effective Time") at 100% of the target level of performance. Pursuant to the Merger Agreement, at the Effective Time, each outstanding, non-dissenting share of the Issuer's common stock ("Common Stock"), each Issuer PSU outstanding as of immediately prior to the Effective Time, and each Issuer restricted stock unit ("RSU") outstanding as of immediately prior to the Effective Time automatically converted into the right to receive $4.00 in cash, without interest thereon and subject to applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option outstanding immediately prior to the Effective Time, whether vested or unvested, automatically converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Common Stock subject to such stock option as of immediately prior to the Effective Time and (b) the excess, if any, $4.00 over the exercise price per share of such stock option. Each Issuer stock option with an exercise price per share equal to or greater than $4.00 per share price was cancelled without any action on the part of the holder and without any cash payment being made in respect thereof and, accordingly, such cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder. /s/ Connie Chen 2023-09-07