Groupon, Inc. — Director's Dealing 2011

Nov 3, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2011-11-03

Reporting Person: Holden Jeffrey (SVP - Product Management)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7596	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (937500)		Direct

Footnotes

F1: One-sixth of the restricted stock units reported on this line will vest on April 18, 2012 and the remaining restricted stock units will vest in 60 equal installments on the 18th day of each month, beginning on May 18, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.