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 *
HORNSTEIN RICHARD
   2. Issuer Name and Ticker or Trading Symbol
COUPONS.com Inc [COUP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
C/O COUPONS.COM INCORPORATED, 400 LOGUE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2015
(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 12/23/2014 12/23/2014 G V 5,253 D $ 0 65,134 I By Family Trust (1)
Common Stock 12/23/2014 12/23/2014 G V 1,751 A $ 0 8,511 I By child trust (2)
Common Stock 12/23/2014 12/23/2014 G V 1,751 A $ 0 8,511 I By Child Trust (3)
Common Stock 12/23/2014 12/23/2014 G V 1,751 A $ 0 8,511 I By Child Trust (4)
Common Stock 01/02/2015 01/02/2015 M   5,416 A $ 3.675 5,416 D  
Common Stock 01/02/2015 01/02/2015 S(5)   5,416 D $ 17.2747 (6) 0 D  

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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
Employee Stock Option (right to buy) $ 3.675 01/02/2015 01/02/2015 M     5,416 03/12/2011 03/11/2020 Common Stock 5,416 $ 0 461,576 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HORNSTEIN RICHARD
C/O COUPONS.COM INCORPORATED
400 LOGUE AVENUE
MOUNTAIN VIEW, CA 94043		       General Counsel  

Signatures

 /s/Richard Hornstein   01/06/2015
**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 by the reporting person but were contributed on December 23, 2014 to the Hornstein Family Trust u/a/d 12/24/13 of which the reporting person is a co-trustee.
(2) The shares are held by directly by Wojcicech Sobieszcaznski TTEE of the Brandon Noah Hornstein Trust dated December 24, 2013.
(3) The shares are held directly by Wojcicech Sobieszcaznski TTEE of the Dylan Cole Hornstein Trust dated December 24, 2013.
(4) The shares are held directly by Wojcicech Sobieszcaznski TTEE of the Lucas Jaden Hornstein Trust dated December 24, 2013.
(5) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 24, 2014.
(6) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.9741 to $17.92, inclusive. The reporting person undertakes to provide Coupons.com Incorporated, any security holder of Coupons.com Incorporated 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.

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