FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * Boal Steven R. 2. Issuer Name and Ticker or Trading Symbol COUPONS.com Inc [COUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O COUPONS.COM INCORPORATED, 400 LOGUE AVENUE 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2014 (Street) MOUNTAIN VIEW, CA 94043 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 11/04/2014 11/04/2014 J 3,861,560 A $ 0 3,861,560 I By Family Trust (1) Common Stock 01/15/2015 01/15/2015 J 45,267 A $ 0 3,906,827 I By Family Trust (1) (2) Common Stock 01/15/2015 01/15/2015 J 45,267 A $ 0 3,952,094 I By Family Trust (1) (3) Common Stock             1,367,569 D   Common Stock 01/15/2015 01/15/2015 J 45,267 D $ 0 454,733 I By Trust (2) Common Stock 01/15/2015 01/15/2015 J 45,267 D $ 0 454,733 I By Wife Trust (3) Common Stock             3,237 I By child Trust (4) Common Stock             3,237 I By Child Trust (5) Common Stock             3,237 I By Child Trust (6)

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Boal Steven R. C/O COUPONS.COM INCORPORATED 400 LOGUE AVENUE MOUNTAIN VIEW, CA 94043	  X	Â	  President & CEO	Â

Signatures

/s/Richard Hornstein Atty-in-Fact for Steven R. Boal		01/22/2015
**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)	These shares were previously reported as directly beneficially owned but were contributed on November 4, 2014 to the SMSEJ Family Trust U/A Dated July 18, 2005 of which Mr. Boal is a co-trustee.
(2)	Represents shares transferred by the Annuity Trust of Mr. Boal. Mr. Boal simultaneously contributed these shares to the SMSEJ Family Trust Trust U/A Dated July 18, 2015 of which Mr. Boal is a co-trustee.
(3)	Represents shares transferred by the Annuity Trust of Mrs. Boal. Mrs. Boal simultaneously contributed these shares to the SMSEJ Family Trust U/A Dated July 18, 2015 of which Mrs. Boal is a co-trustee.
(4)	The shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011
(5)	The shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.
(6)	The shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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