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Form 4 Quotient Technology Inc. For: Oct 24 Filed by: Aamir Mir

October 25, 2016 9:31 PM EDT
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 *
Aamir Mir

(Last) (First) (Middle)
C/O QUOTIENT TECHNOLOGY INC.
400 LOGUE AVENUE

(Street)
MOUNTAIN VIEW CA 94043

(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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2016
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 10/25/2016 10/25/2016 S (1)   49,345 D $ 11.2691 (2) 313,817 (3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were sold by the reporting person pursuant to an Issuer approved "Sales to Cover Plan" in order to cover withholding taxes incident to the vesting of the restricted stock unit as noted in footnote 3 below.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.17 to $11.44, inclusive. The reporting person undertakes to provide Quotient Technology Inc., any security holder of Quotient Technology Inc. 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.
3. 95,993 of the restricted stock units became vested and exercisable on October 24, 2016. Of the reported shares, 95,994 shares are represented by RSUs which will vest in full on October 24, 2017.
/s/Margaret Tong Atty-in-Fact for Mir Aamir 10/25/2016
** 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).
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.
LIMITED POWER OF ATTORNEY - SECTION 16 REPORTING PURPOSES
Know all by these present, that the undersigned hereby makes, 
constitutes and appoints each of Connie Chen, Ronald Fior and 
Margaret Tong, acting individually,as the undersigneds 
true and lawful attorney 
in fact, with full power and authority as hereinafter 
described on behalf of and in the name, place and stead of 
the undersigned to:
1.  execute for, and on behalf of, the undersigned, in 
the undersigneds capacity as an officer andor director 
of Quotient Technology Inc. (fka Coupons.com Incorporated) 
(the Company), Forms 3, 4 and 5 in accordance with Section 
16(a) of the Securities Exchange Act of 1934, as amended, and 
the rules and regulations promulgated thereunder (the Exchange Act);
2. seek or obtain, as the undersigneds representative and 
on the undersigneds behalf, information on transactions in the 
Companys securities from any third party, including brokers, 
employee benefit plan administrators and trustees, and the 
undersigned hereby authorizes any such person to release any 
such information to any attorney in fact and further approves 
and ratifies any such release of information;
3. do and perform any and all acts for and on behalf of 
the undersigned which may be necessary or desirable to prepare, 
complete and execute any such Form 3, 4 or 5, and any amendments 
thereto, or other required report and timely file such Forms or 
reports with the United States Securities and Exchange Commission, 
the New York Stock Exchange, NASDAQ Capital Market and any stock 
exchange or similar authority as considered necessary or advisable 
under Section 16(a) of the Exchange Act; and 
4. take any other action of any type whatsoever in connection with 
the foregoing which, in the opinion of such attorney in fact, may 
be of benefit to, in the best interest of, or legally required by, 
the undersigned, it being understood that the documents executed by 
such attorney in fact on behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and shall contain such terms 
and conditions as such attorney in fact may approve in such 
attorney in facts sole discretion.
The undersigned hereby acknowledges that (a) the foregoing 
attorneys in fact are serving in such capacity at the request of the 
undersigned; (b) this Limited Power of Attorney authorizes, but does 
not require, each such attorney in fact to act in his or her discretion 
on information provided to such attorney in fact without independent 
verification of such information; (c) any documents prepared andor 
executed by any attorney in fact on behalf of the undersigned pursuant 
to this Limited Power of Attorney shall be in such form and shall 
contain such information and disclosure as such attorney in fact, 
in his or her sole discretion, deems necessary or advisable; 
(d) neither the Company nor any attorney in fact assumes 
(i) any liability for the undersigneds responsibility to comply 
with the requirements of the Exchange Act, (ii) any liability of 
the undersigned for any failure to comply with such requirements, 
or (iii) any obligation or liability of the undersigned for profit 
disgorgement under Section 16(b) of the Exchange Act; and (e) this 
Limited Power of Attorney does not relieve the undersigned from 
responsibility for compliance with the undersigneds obligations 
under the Exchange Act, including, without limitation, the reporting 
requirements under Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until 
the undersigned is no longer required to file Forms 3, 4 and 5 with 
respect to the undersigneds holdings of and transactions in, 
securities issued by the Company, unless earlier revoked as to any 
attorney in fact by the undersigned in a signed writing delivered 
to such attorney in fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power 
of Attorney as of this 11th day of October, 2016.


Signature:    Mir Amir
Print Name:   Mir Amir	


      

      

      
      



      

      















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