UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
Quotient Technology Inc.
(Name
of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
749119103
(CUSIP Number)
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 950
Newport Beach, California 92660
(949) 734-7900
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 6, 2023
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital Flagship Master Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital Flagship Fund, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital Flagship Fund, Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Glenn W. Welling |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,905,332 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,905,332 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,905,332 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by Engaged
Capital Flagship Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business). The aggregate purchase price of the 4,905,332 Shares beneficially owned by Engaged Capital Flagship
Master is approximately $26,521,356, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - (c) and (e)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 98,666,903 Shares outstanding as of June 23, 2023,
which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on June 30, 2023.
As of the date hereof, Engaged
Capital Flagship Master beneficially owned 4,905,332 Shares, constituting approximately 4.97% of the Shares outstanding. Each of Engaged
Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 4,905,332
Shares owned by Engaged Capital Flagship Master, constituting approximately 4.97% of the Shares outstanding.
Engaged Capital, as the general
partner and investment adviser of Engaged Capital Flagship Master, may be deemed to beneficially own the 4,905,332 Shares owned by Engaged
Capital Flagship Master, constituting approximately 4.97% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged
Capital, may be deemed to beneficially own the 4,905,332 Shares owned by Engaged Capital Flagship Master, constituting approximately 4.97%
of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to
beneficially own the 4,905,332 Shares owned by Engaged Capital Flagship Master, constituting approximately 4.97% of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b) By
virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged
Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged
Capital Flagship Master.
(c) Schedule
B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the
Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.
(e) As
of July 7, 2023, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
Following the transactions
reported herein, Engaged Capital Flagship Master no longer holds any cash-settled total return swaps and, accordingly, no longer has any
exposure to the Subject Shares (as defined and described in Amendment No. 2 to the Schedule 13D).
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: July 7, 2023
|
Engaged Capital Flagship Master Fund, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Flagship Fund, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Flagship Fund, Ltd. |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
|
|
Title: |
Director |
|
Engaged Capital, LLC |
|
|
|
By: |
/s/ Glenn W. Welling |
|
|
Name: |
Glenn W. Welling |
|
|
Title: |
Founder and Chief Investment Officer |
|
Engaged Capital Holdings, LLC |
|
|
|
By: |
/s/ Glenn W. Welling |
|
|
Name: |
Glenn W. Welling |
|
|
Title: |
Sole Member |
|
/s/ Glenn W. Welling |
|
Glenn W. Welling |
SCHEDULE B
Transactions in Securities of the Issuer
Since the Filing of Amendment No. 7 to the Schedule 13D
Nature of the Transaction |
Securities
Purchased/(Sold) |
Price Per
Security($) |
Date of
Purchase/Sale |
ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP
Sale of Cash-Settled Total Return Swap* |
(3,240,594) |
3.8746 |
06/30/2023 |
Sale of Common Stock |
(98,811) |
3.8153 |
07/05/2023 |
Sale of Common Stock |
(147,200) |
3.8100 |
07/05/2023 |
Sale of Common Stock |
(600,000) |
3.8200 |
07/06/2023 |
Sale of Common Stock |
(128,388) |
3.8248 |
07/06/2023 |
Sale of Common Stock |
(132,375) |
3.8251 |
07/06/2023 |
Sale of Common Stock |
(7,700) |
3.8053 |
07/06/2023 |
Sale of Common Stock |
(100,000) |
3.8201 |
07/06/2023 |
Sale of Common Stock |
(275,000) |
3.8000 |
07/06/2023 |
Sale of Common Stock |
(804,407) |
3.8204 |
07/07/2023 |
Sale of Common Stock |
(300,000) |
3.8248 |
07/07/2023 |
Sale of Common Stock |
(6,119) |
3.8203 |
07/07/2023 |
ENGAGED CAPITAL, LLC
(Through the Engaged Capital Account)
Sale of Common Stock |
(500,000) |
3.9000 |
06/23/2023 |
Sale of Common Stock |
(101,718) |
3.9000 |
06/23/2023 |
_______________
* Nomura Global Financial Products Inc. as counterparty.
Quotient Technology (NYSE:QUOT)
過去 株価チャート
から 8 2024 まで 9 2024
Quotient Technology (NYSE:QUOT)
過去 株価チャート
から 9 2023 まで 9 2024