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 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) Executive Chairman (Last) (First) (Middle) C/O QUOTIENT TECHNOLOGY INC., 400 LOGUE AVENUE 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2017 (Street) MOUNTAIN VIEW, CA 94043 4. If Amendment, Date Original Filed(Month/Day/Year) 02/13/2018 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 11/16/2017   G 325,000 D $ 0 3,406,635 (1) (2) D   Common Stock             2,882 I By Family Trust (2) (3) Common Stock             454,733 I By GRAT (2) (4) Common Stock             454,733 I By Wife GRAT (2) (5) Common Stock             3,237 I By Child Trust (6) Common Stock             3,237 I By Child Trust (7) Common Stock             3,237 I By Child Trust (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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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 QUOTIENT TECHNOLOGY INC. 400 LOGUE AVENUE MOUNTAIN VIEW, CA 94043	  X	Â	  Executive Chairman	Â

Signatures

/s/Margaret Tong Atty-in-Fact for Steven R. Boal		05/18/2018
**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 Form 5 filed on February 13, 2018 incorrectly reported the number of shares gifted by the reporting person on November 16,2017, and reported erroneous gifts to the Annuity Trusts for the benefit of the reporting person and his spouse.
(2)	The number of derivative securities reported in column 5 reflects the number of shares held by the reporting person as of the filing date of this Form 5A and gives effect to all other amendments filed by the reporting person as of the date hereof.
(3)	These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.
(4)	These shares are held directly by Steven R. Boal TTEE of the Steven R. Boal Annuity Trust dated December 6, 2013.
(5)	These shares are held directly by Steven R. Boal TTEE of the Michele L. Boal Annuity Trust dated December 6, 2013.
(6)	These shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011.
(7)	These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.
(8)	These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.

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