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 *
Aamir Mir
   2. Issuer Name and Ticker or Trading Symbol
Quotient Technology Inc. [QUOT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO and COO
(Last)
(First)
(Middle)
C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2017
(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 02/20/2017   M   81,250 A $ 0 395,067 (1) D  
Common Stock 02/21/2017   S(2)   662 D $ 11.7933 (3) 394,405 (1) D  
Common Stock 02/21/2017   S(2)   14,562 D $ 12.5182 (4) 379,843 (1) D  
Common Stock 02/21/2017   S(1)   34,623 D $ 12.2581 (5) 345,220 (1) 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
Restricted Stock Unit (6) 02/20/2017   M     37,500   (7)   (7) Common Stock 37,500 $ 0 37,500 D  
Restricted Stock Unit (6) 02/20/2017   M     43,750   (8)   (8) Common Stock 43,750 $ 0 87,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Aamir Mir
C/O QUOTIENT TECHNOLOGY INC.
400 LOGUE AVENUE
MOUNTAIN VIEW, CA 94043		       CFO and COO  

Signatures

 /s/Margaret Tong Atty-in-Fact for Mir Aamir   02/23/2017
**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) Of the shares held by the reporting person, 95,994 shares are represented by restricted stock units which will vest in full on October 24, 2017.
(2) The sales reported on this Form 4 were sold by the reporting person pursuant to an Issuer approved "Sales to Cover Plan" in order to cover withholding taxes incident to the vesting of the restricted stock units.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.75 5o $11.80, inclusive. The reporting person undertakes to provide Quotient Technology Inc., any security holder of Quotient Technology Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.20 to $12.85, inclusive. The reporting person undertakes to provide Quotient Technology Inc., any security holder of Quotient Technology Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.825 to $12.85, inclusive. The reporting person undertakes to provide Quotient Technology Inc., any security holder of Quotient Technology Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6) The par value of QUOT common stock is $0.00001 per share.
(7) 1/4th of the restricted stock unit granted on May 1, 2014 became vested on February 20, 2017 and shares were delivered to reporting person on February 21, 2017. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.
(8) 1/4th of the restricted stock unit granted on February 5, 2015 became vested on February 20, 2017 and shares were delivered to reporting person on February 21, 2017. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

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