FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Burbank John Howard III   2. Issuer Name and Ticker or Trading Symbol COUPONS.com Inc [COUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE MARKET STREET, STEUART TOWER, STE. 2200 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2014 (Street) SAN FRANCISCO, CA 94105 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/12/2014   C   11,790,594 A (1) 11,790,594 I See Footnote (3) Common Stock               2,010 I See footnote (4) Common Stock               286,395 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series 1 Preferred Stock (Convertible)	(1)	03/12/2014		C			1,916,509	(1)	(2)	Common Stock	1,916,509	$ 0	0	I	See footnote (3)
Series A-2 Preferred Stock (Convertible)	(1)	03/12/2014		C			302,679	(1)	(2)	Common Stock	302,679	$ 0	0	I	See footnote (3)
Series A-3 Preferred Stock (Convertible)	(1)	03/12/2014		C			2,599,858	(1)	(2)	Common Stock	2,599,858	$ 0	0	I	See footnote (3)
Series A-4 Preferred Stock (Convertible)	(1)	03/12/2014		C			1,629,035	(1)	(2)	Common Stock	1,629,035	$ 0	0	I	See footnote (3)
Series A-5 Preferred Stock (Convertible)	(1)	03/12/2014		C			5,342,513	(1)	(2)	Common Stock	5,342,513	$ 0	0	I	See footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Burbank John Howard III ONE MARKET STREET STEUART TOWER, STE. 2200 SAN FRANCISCO, CA 94105		X

Signatures

/s/ John H. Burbank III		03/14/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering.
(2)	The shares of this series of Preferred Stock have no expiration date.
(3)	Shares held directly by JHB Ventures, LLC. John H. Burbank III serves as the managing member of JHB Ventures, LLC and, in such capacity, has sole voting and investment power over the shares held by JHB Ventures, LLC.
(4)	Shares held directly by Passport Ventures II, LLC. John H. Burbank III serves as the managing member of Passport Ventures II, LLC and in such capacity, has sole voting and investment power over the shares held by Passport Ventures II, LLC. Mr. Burbank disclaims beneficial ownership of the shares held directly by Passport Ventures II, LLC except to the extent of his pecuniary interest therein.

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