Matthew Krepsik - 05 Sep 2023 Form 4 Insider Report for Quotient Technology Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 Sep 2023, 16:18:21 UTC
Prior SEC filing
03 Aug 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Connie Chen, Attorney-in-Fact for Matthew Krepsik

Key filing fact

Matthew Krepsik filed Form 4 for Quotient Technology Inc. on 07 Sep 2023.

Key facts

  • This page summarizes Matthew Krepsik's Form 4 filing for Quotient Technology Inc..
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 07 Sep 2023, 16:18.

Change

  • Previous filing in this sequence was filed on 03 Aug 2023.
  • Current net transaction value: -$8,305,852.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

QUOT transaction

Common Stock

Award

Transaction value
$0
Shares
+758,652
Change %
+58%
Price
$0.000000
Shares after
2,076,463
Date
05 Sep 2023
Ownership
Direct
Footnotes
F1, F2
QUOT transaction

Common Stock

Disposed to Issuer

Transaction value
$8,305,852
Shares
-2,076,463
Change %
-100%
Price
$4.00
Shares after
0
Date
05 Sep 2023
Ownership
Direct
Footnotes
F1, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Matthew Krepsik is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

SEC remarks

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.

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