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: Totty Brian (SVP-Engineering & Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	614456	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (274000)		Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: In November 2010, Mr. Totty received an award of 394,560 restricted stock units, which vest in equal increments over thirty-six months beginning on December 30, 2010, subject to his continued employment with the Company through each vesting date.