Ownership Submission
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 *
Boal Steven R.
   2. Issuer Name and Ticker or Trading Symbol
Quotient Technology Inc. [QUOT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

MOUNTAIN VIEW, CA 94043		 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 03/01/2019   F   5,923 (1) D $ 9.96 3,326,350 D  
Common Stock 03/01/2019   A   11,406 (2) A $ 0 3,337,756 D  
Common Stock 03/01/2019   F   5,656 (3) D $ 9.96 3,332,100 D  
Common Stock 03/01/2019   A   150,602 (4) A $ 0 3,482,702 D  
Common Stock               657,282 I By Family Trust (5)
Common Stock               127,533 I By GRAT (6)
Common Stock               127,533 I By Wife GRAT (7)
Common Stock               3,237 I By Child Trust (8)
Common Stock               3,237 I By Child Trust (9)
Common Stock               3,237 I By Child Trust (10)

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
Stock Option (right to buy) $ 9.96 03/01/2019   A   299,529     (11) 03/01/2029 Common Stock 299,529 $ 0 299,529 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Boal Steven R.
C/O QUOTIENT TECHNOLOGY INC.
400 LOGUE AVENUE
MOUNTAIN VIEW, CA 94043		   X     Executive Chairman  

Signatures

 /s/ Margaret Tong, Attorney-in-Fact for Steven R. Boal   03/05/2019
**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) Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with a vesting event in connection with an award of Restricted Stock Units (the "RSUs") consisting of 191,000 shares granted on March 1, 2018. The RSUs vest in 6.25% quarterly installments over a four-year period from March 1, 2018.
(2) Represents shares received upon the settlement of a grant of fully-vested RSUs on March 1, 2019 (the "Bonus RSUs"). The Bonus RSUs were granted to satisfy the requirement that 50% of the incentive cash bonus awarded to the Reported Person in respect of performance year 2018 be provided in stock.
(3) Represents the number of shares withheld by and surrendered to the Issuer on March 1, 2019, to satisfy tax withholding obligations that arose in connection with the receipt of the Bonus RSUs.
(4) Represents grant of RSUs payable solely in common stock of the Issuer that vest in 6.25% quarterly installments over a four-year period from March 1, 2019.
(5) These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.
(6) These shares are held directly by Steven R. Boal TTEE of the Steven R. Boal Annuity Trust dated December 6, 2013.
(7) These shares are held directly by Steven R. Boal TTEE of the Michele L. Boal Annuity Trust dated December 6, 2013.
(8) These shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011.
(9) These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.
(10) These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.
(11) The option vests in 48 equal monthly installments from the vesting commencement date of March 1, 2019.

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