Michael H. Wargotz - Sep 5, 2023 Form 4 Insider Report for Quotient Technology Inc. (QUOT)

Role: Director
Signature: /s/ Connie Chen, Attorney-in-Fact for Michael Wargotz
Stock symbol: QUOT
Transactions as of: Sep 5, 2023
Transactions value $: -$292,180
Form type: 4
Date filed: 9/7/2023, 04:15 PM
Previous filing: Aug 7, 2023
Next filing: Oct 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QUOT	Common Stock	Disposed to Issuer	-$292K	-73K	-100%	$4.00	0	Sep 5, 2023	Direct	F1, F2

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

Michael H. Wargotz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), 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, with the exception of 40,095 of the 44,080 RSUs the Reporting Person was awarded on August 3, 2023, which were cancelled for no consideration in accordance with their terms, with such cancellation being exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.

Content

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, at the effective time of the Merger (the "Effective Time"), 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, with the exception of 40,095 of the 44,080 RSUs the Reporting Person was awarded on August 3, 2023, which were cancelled for no consideration in accordance with their terms, with such cancellation being exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.