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: EFRUSY KEVIN (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	33203928	Indirect

Footnotes

F1: Includes 31,619,652 shares of Class A Common Stock held by Accel Growth Fund L.P. ("AGF"). Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of AGF and has sole voting and investment power with respect to the shares held by AGF. Kevin J. Efrusy is a Managing Member of AGFA and shares such voting and investment power with respect to such shares.

F2: Includes 617,232 shares of Class A Common Stock held by Accel Growth Fund Strategic Partners L.P. ("AGFSP"). AGFA is the General Partner of AGFSP and has sole voting and investment power with respect to the shares held by AGFSP. Mr. Efrusy is a Managing Member of AGFA and shares such voting and investment power with respect to such shares.

F3: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F4: Includes 449,640 shares of Class A Common Stock held by Accel IX L.P. ("A9"). Accel IX Associates L.L.C. ("A9A") is the General Partner of A9 and has sole voting and investment power with respect to the shares held by A9. Mr. Efrusy is a Managing Member of A9A and shares such voting and investment power with respect to such shares.

F5: Includes 47,864 shares of Class A Common Stock held by Accel IX Strategic Partners L.P. ("A9SP"). A9A is the General Partner of A9SP and has sole voting and investment power with respect to the shares held by A9SP. Mr. Efrusy is a Managing Member of A9SP and shares such voting and investment power with respect to such shares.

F6: Includes 48,244 shares of Class A Common Stock held by Accel Investors 2007 L.L.C. ("Investors 2007"). Mr. Efrusy is a Managing Member of Investors 2007 and shares voting and investment powers with respect to the shares owned by Investors 2007.

F7: Mr. Efrusy disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.