Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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) CEO and Chairman
(Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2021
(Street) MOUNTAIN VIEW, CA 94043 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/1/2021		F		4128 ⁽¹⁾	D	$11.46	3648709	D
Common Stock	6/1/2021		F		3255 ⁽²⁾	D	$11.46	3645454	D
Common Stock	6/1/2021		F		5011 ⁽³⁾	D	$11.46	3640443	D
Common Stock	6/1/2021		F		5510 ⁽⁴⁾	D	$11.46	3634933	D
Common Stock								912348	I	By Family Trust ⁽⁵⁾
Common Stock								3237	I	By Child Trust ⁽⁶⁾
Common Stock								3237	I	By Child Trust ⁽⁷⁾
Common Stock								3237	I	By Child Trust ⁽⁸⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Represents the number of shares withheld by and surrendered to the Issuer on June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from a Restricted Stock Units award (the "RSU award") granted on March 1, 2018. The RSU award for 191,000 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2018.
(2)	Represents the number of shares withheld by and surrendered to the Issuer on June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2019. The RSU award for 150,602 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2019.
(3)	Represents the number of shares withheld by and surrendered to the Issuer on June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2020. The RSU award for 223,463 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2020.
(4)	Represents the number of shares withheld by and surrendered to the Issuer on June 1, 2021, to satisfy tax withholding obligations that arose in connection with a vesting event from the RSU award granted on March 1, 2021. The RSU award for 177,809 shares in total vests in 6.25% quarterly installments over a four-year period from March 1, 2021.
(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 Stuart Schiff TTEE of the EBB 2011 Trust dated September 23, 2011.
(7)	These shares are held directly by Stuart Schiff TTEE of the JMB 2011 Trust dated September 23, 2011.
(8)	These shares are held directly by Stuart Schiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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