Kathryn Vanek - Aug 10, 2023 Form 4 Insider Report for Quotient Technology Inc. (QUOT)

Role: Director
Signature: /s/ John Platz, Attorney-in-Fact for Kathryn Vanek
Stock symbol: QUOT
Transactions as of: Aug 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/14/2023, 06:16 PM
Previous filing: Aug 14, 2023
Next filing: Sep 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QUOT	Common Stock	Award	$0	+63K		$0.00	63K	Aug 10, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents grant of Restricted Stock Units (the "RSUs") payable solely in common stock of the Issuer, which has entered into an Agreement and Plan of Merger ("Merger Agreement") with CB Neptune Holdings, LLC ("Neptune"), pursuant to which Neptune will, subject to the terms and conditions of the Merger Agreement, acquire the Issuer (the "Proposed Acquisition"), and pursuant to which the Issuer will continue as the surviving corporation operating as a wholly owned subsidiary of Neptune (the "Merger"). In the event that the Merger is not consummated, these shares will vest as to one-third (1/3) of the RSUs on each annual anniversary of August 3, 2023, subject to the Reporting Person's continuous service as a director through the applicable vesting dates.
F2	In the event that the Merger is consummated, (x) the RSUs subject to the Initial Grant will vest on a pro-rata basis (determined based on the product of (i) the 62,972 RSUs subject to the award, multiplied by (ii) the ratio determined by dividing (A) the number of days between the August 10, 2023 grant date and the consummation date of the Merger by (B) the number of days in the three-year vesting term from August 3, 2023, with the number of vested RSUs rounded down to the nearest whole number, and (y) upon and as of the consummation date of the Merger, and subject to the Reporting Person's continuous service as a director up to and including such date, such person will be entitled to receive such number of vested RSUs and the remainder of the shares subject to the grant will be cancelled for no consideration.

Content

Represents grant of Restricted Stock Units (the "RSUs") payable solely in common stock of the Issuer, which has entered into an Agreement and Plan of Merger ("Merger Agreement") with CB Neptune Holdings, LLC ("Neptune"), pursuant to which Neptune will, subject to the terms and conditions of the Merger Agreement, acquire the Issuer (the "Proposed Acquisition"), and pursuant to which the Issuer will continue as the surviving corporation operating as a wholly owned subsidiary of Neptune (the "Merger"). In the event that the Merger is not consummated, these shares will vest as to one-third (1/3) of the RSUs on each annual anniversary of August 3, 2023, subject to the Reporting Person's continuous service as a director through the applicable vesting dates.

In the event that the Merger is consummated, (x) the RSUs subject to the Initial Grant will vest on a pro-rata basis (determined based on the product of (i) the 62,972 RSUs subject to the award, multiplied by (ii) the ratio determined by dividing (A) the number of days between the August 10, 2023 grant date and the consummation date of the Merger by (B) the number of days in the three-year vesting term from August 3, 2023, with the number of vested RSUs rounded down to the nearest whole number, and (y) upon and as of the consummation date of the Merger, and subject to the Reporting Person's continuous service as a director up to and including such date, such person will be entitled to receive such number of vested RSUs and the remainder of the shares subject to the grant will be cancelled for no consideration.