Connie Chen - Sep 5, 2023 Form 4 Insider Report for Quotient Technology Inc. (QUOT)

Role: GC, Sec. and Comp. Officer
Signature: /s/ Connie Chen
Stock symbol: QUOT
Transactions as of: Sep 5, 2023
Transactions value $: -$3,525,472
Form type: 4
Date filed: 9/7/2023, 04:22 PM
Previous filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QUOT	Common Stock	Award	$0	+188K	+27.13%	$0.00	881K	Sep 5, 2023	Direct	F1, F2
transaction	QUOT	Common Stock	Disposed to Issuer	-$3.53M	-881K	-100%	$4.00	0	Sep 5, 2023	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	QUOT	Stock Option (right to buy)	Disposed to Issuer		-150K	-100%		0	Sep 5, 2023	Common Stock	150K	$3.20	Direct	F1, F4

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

Connie Chen 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, the performance-vesting conditions of each Issuer performance stock unit ("PSU") outstanding was deemed achieved as of immediately prior to the effective time of the Merger (the "Effective Time") at 100% of the target level of performance.
F3	Pursuant to the Merger Agreement, at the Effective Time, each outstanding, non-dissenting share of the Issuer's common stock ("Common Stock"), each Issuer PSU outstanding as of immediately prior to the Effective Time, and 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.
F4	Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option outstanding immediately prior to the Effective Time, whether vested or unvested, automatically converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Common Stock subject to such stock option as of immediately prior to the Effective Time and (b) the excess, if any, $4.00 over the exercise price per share of such stock option. Each Issuer stock option with an exercise price per share equal to or greater than $4.00 per share price was cancelled without any action on the part of the holder and without any cash payment being made in respect thereof and, accordingly, such cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.