SEC Form 4 · accession 0001209191-19-017110
Quotient Technology Inc. · QUOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mir M Aamir
Officer — President and CEO · Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 7:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001115128
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2019 | F | 7,871 | $9.96 | D | 983,922 | D | |
| Common StockF2 | Mar 1, 2019 | A | 19,011 | $0.00 | A | 1,002,933 | D | |
| Common StockF3 | Mar 1, 2019 | F | 9,426 | $9.96 | D | 993,507 | D | |
| Common StockF4 | Mar 1, 2019 | A | 21,368 | $0.00 | A | 1,014,875 | D | |
| Common StockF5 | Mar 1, 2019 | F | 10,641 | $9.96 | D | 1,004,234 | D | |
| Common StockF6 | Mar 1, 2019 | F | 15,494 | $9.96 | D | 988,740 | D | |
| Common StockF7 | Mar 1, 2019 | A | 200,803 | $0.00 | A | 1,189,543 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F8 | $9.96 | Mar 1, 2019 | A | 399,372 | A | — | Mar 1, 2029 | Common Stock | 399,372 | 399,372 | D |
Explanation of responses
- F1Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with a vesting event in connection with an award of the restricted stock units (the "RSUs") consisting of 254,000 shares granted on March 1, 2018. The RSUs vest in 6.25% quarterly installments over a four-year period from March 1, 2018.
- F2Represents shares received upon the settlement of a grant of fully-vested RSUs on March 1, 2019 (the "Bonus RSUs"). The Bonus RSUs were granted to satisfy the requirement that 50% of the incentive cash bonus awarded to the Reported Person in respect of performance year 2018 be provided in stock.
- F3Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with the receipt of the Bonus RSUs.
- F4The shares were received for no consideration upon the satisfaction of certain performance criteria underlying an award of performance based RSUs (the "PSUs") granted to the Reporting Person on September 28, 2017.
- F5Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with the receipt of PSUs.
- F6Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with a vesting event in connection with an award of the RSUs consisting of 250,000 shares granted on August 5, 2016. This award's vesting schedule was recently changed from annual vesting to quarterly vesting. The RSUs vest in 6.25% quarterly installments over a two-year period from August 1, 2018.
- F7Represents grant of RSUs payable solely in common stock of the Issuer that vest in 6.25% quarterly installments over a four-year period from March 1, 2019.
- F8The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2019.