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 * Burbank John Howard III   2. Issuer Name and Ticker or Trading Symbol Quotient Technology Inc. [QUOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PASSPORT CAPITAL, LLC, ONE MARKET ST, STEUART TOWER, SUITE 2200 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2016 (Street) SAN FRANCISCO, CA 94105 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 05/23/2016   S   679,222 D $ 10.3509 (1) 11,400,000 (2) I See Footnotes (3) Common Stock 05/24/2016   S   150,000 D $ 11.2433 (4) 11,250,000 (2) I See Footnotes (3) Common Stock 05/25/2016   S   250,000 D $ 10.5342 (5) 11,000,000 (2) I See Footnotes (3) Common Stock 05/25/2016   J(6)   2,233 D $ 0 11,000,000 (2) (6) I See Footnotes (7) Common Stock 05/25/2016   J(6)   2,233 A $ 0 11,000,000 (2) (6) I See Footnotes (3)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Burbank John Howard III C/O PASSPORT CAPITAL, LLC, ONE MARKET ST STEUART TOWER, SUITE 2200 SAN FRANCISCO, CA 94105		X

Signatures

/s/ John H. Burbank III		05/25/2016
**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)	The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $10.25 to $11.215 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the securities purchased at each separate price within the range set forth in this footnote.
(2)	The amount of securities reported in Column 5 represents the amount of securities beneficially owned directly by the reporting person and by certain entities for which the reporting person is the managing member.
(3)	These securities are held of record by JHB Ventures, LLC ("JHB Ventures"). The reporting person is the managing member of JHB Ventures.
(4)	The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $11.09 to $11.38 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the securities purchased 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 securities were purchased in multiple transactions at prices ranging from $10.50 to $11.015 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the securities purchased at each separate price within the range set forth in this footnote.
(6)	The securities involved in this transaction were held of record by Passport Ventures II, LLC ("Ventures II") and were transferred for no consideration to JHB Ventures. The reporting person is the managing member of Ventures II and JHB Ventures, and is the beneficial owner of the securities held by such entities. As such, there is no change in beneficial ownership as a result of this transaction.
(7)	These securities were held of record by Ventures II. The reporting person is the managing member of Ventures II.

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