SEC Form 4 · accession 0001661044-17-000003
Quotient Technology Inc. · QUOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven R. Boal
Officer — CEO · Director
Period of report
Feb 20, 2017
Accepted (ET)
Feb 23, 2017 · 7:49 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 Stock | Feb 20, 2017 | M | 81,250 | $0.00 | A | 1,315,855 | D | |
| Common Stock | Feb 21, 2017 | S | 1,218 | $12.025 | D | 1,314,637 | D | |
| Common StockF2 | Feb 21, 2017 | S | 45,814 | $12.1685 | D | 1,268,823 | D | |
| Common StockF3 | holding | — | — | — | 3,954,976 | I | By Family Trust | |
| Common StockF4 | holding | — | — | — | 454,733 | I | By Trust | |
| Common StockF5 | holding | — | — | — | 454,733 | I | By Wife Trust | |
| Common StockF6 | holding | — | — | — | 3,237 | I | By Child Trust | |
| Common StockF7 | holding | — | — | — | 3,237 | I | By Child Trust | |
| Common StockF8 | holding | — | — | — | 3,237 | I | By Child Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF9,F10 | — | Feb 20, 2017 | M | 37,500 | D | — | — | Common Stock | 37,500 | 37,500 | D |
| Restricted Stock UnitF9,F11 | — | Feb 20, 2017 | M | 43,750 | D | — | — | Common Stock | 43,750 | 87,500 | D |
Explanation of responses
- F1The 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.
- F101/4th of the restricted stock unit granted on May 1, 2014 became vested on February 20, 2017 and shares were delivered to reporting person on February 21, 2017. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.
- F111/4th of the restricted stock unit granted on February 5, 2015 became vested on February 20, 2017 and shares were delivered to reporting person on February 21,2017. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.775 to $12.85, 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.
- F3These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.
- F4These shares are held directly by Steven R. Boal TTEE of the Steven R Boal Annuity Trust dated December 6, 2013.
- F5These shares are held directly by Steven R. Boal TTEE of the Michelle L. Boal Annuity Trust dated December 6, 2013.
- F6These shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011.
- F7These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.
- F8These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.
- F9The par value of QUOT common stock is $0.00001 per share.