Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Chen Connie
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016
3. Issuer Name and Ticker or Trading Symbol
Quotient Technology Inc. [QUOT]
(Last)
(First)
(Middle)
QUOTIENT TECHNOLOGY INC., 400 LOGUE AVE.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Gen. Counsel, Sec., Comp. Off.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MOUNTAIN VIEW, CA 94043
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,171
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   (1)   (1) Common Stock 18,000 $ 0 D  
Restricted Stock Unit   (2)   (2) Common Stock 5,250 $ 0 D  
Restricted Stock Unit   (3)   (3) Common Stock 18,750 $ 0 D  
Restricted Stock Unit   (4)   (4) Common Stock 7,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Connie
QUOTIENT TECHNOLOGY INC.
400 LOGUE AVE.
MOUNTAIN VIEW, CA 94043
      Gen. Counsel, Sec., Comp. Off.  

Signatures

Connie Chen 01/05/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 25% of the restricted stock unit granted on November 14, 2013 became vested on September 3, 2014 and 25% of the restricted stock unit vests annually thereafter. Shares are delivered to reporting person on each vest date.
(2) 25% of the restricted stock unit granted on May 1, 2014 became vested on February 20, 2015 and 25% of the restricted stock unit vests annually thereafter. Shares are delivered to reporting person on each vest date.
(3) 25% of the restricted stock unit granted on October 29, 2014 became vested on October 16, 2015 and 25% of the restricted stock unit vests annually thereafter. Shares are delivered to reporting person on each vest date.
(4) 25% of the restricted stock unit granted on February 5, 2015 will become vested on February 20, 2016 and 25% of the restricted stock unit vests annually thereafter. Shares will be delivered to reporting person on each vest date.

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