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Groupon, Inc. Director's Dealing 2011

Nov 3, 2011

32275_dirs_2011-11-03_af2f586e-bd4c-47c6-865a-91bf5acb8878.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Mason Andrew (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 3300000 Direct
Class A Common Stock 42634504 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $0 2016-10-31 Class A Common Stock (999984) Indirect

Footnotes

F1: The shares of Class A Common Stock reported on this line are held by the Andrew Mason Trust, dated April 6, 2010.

F2: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.

F3: In addition to the disclosure in footnote (2) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Mason, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.

F4: The shares of Class B Common Stock reported on this line are held by the Andrew Mason Trust, dated April 6, 2010.