Sec Form 13G Filing - Boal Steven R. filing for Quotient Technology Inc. (QUOT) - 2020-02-13

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Name of Reporting Persons

Steven R. Boal

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

Citizenship or Place of Organization

United States of America

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person   With:  

Sole Voting Power

7,485,236 shares (See Item 4(a) below)

Shared Voting Power

0 shares (See Item 4(a) below)

Sole Dispositive Power

7,485,236 shares (See Item 4(a) below)

Shared Dispositive Power

0 shares (See Item 4(a) below)

Aggregate Amount Beneficially Owned by Each Reporting Person

7,485,236 shares (See Item 4(a) below)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

8.10% (See Item 4(b) below)

Type of Reporting Person (See Instru ctions)

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing; Address of Principal Business Office or, if none, Residence; Citizenship

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned: 7,485,236 shares which includes (i) 3,124,500 shares held directly by Mr. Boal, (ii) 912,348 shares of common stock held by the SMSEJ Family Trust U/A Dated July 18, 2005 for which Mr. Boal is a co-trustee, claims beneficial ownership and exercises voting and investment control, (iii) restricted stock units and options to purchase an aggregate of 3,427,451 shares of common stock held by Mr. Boal that are exercisable within 60 days of December 31, 2019, and (iv) 20,937 shares subject to Performance Stock Units that are releasable within 60 days of December 31, 2019. The shares beneficially owned do not include an aggregate of 9,711 held in trusts for the benefit of Mr. Boal’s minor children as he disclaims beneficial ownership of such shares.

Percent of class: 8.10% (percentage ownership is calculated based on 88,989,087 shares outstanding as of November 1, 2019 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019, and assumes that the 3, 427,451 shares of common stock underlying the stock options and restricted stock units and 20,937 shares of common stock subject to Performance Stock Units are deemed outstanding pursuant to Exchange Act of 1934 Rule 13d-3(d)(1)(i)).

Number of shares as to which the person has:

Sole power to vote or to direct the vote:     7,485,236 shares (See item 4(a) above).

Shared power to vote or to direct the vote:     0 shares (See item 4(a) above).

Sole power to dispose or to direct the disposition of:     7,485,236 shares (See item 4(a) above).

Shared power to dispose or to direct the disposition of:     0 shares (See item 4(a) above).

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.