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: Schellhase David (General Counsel)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (437500)		Direct

Footnotes

F1: Twenty percent (20%) of the restricted stock units reported on this line will vest on June 1, 2012 and the remainder of the restricted stock units will vest in 48 equal installments at the end of each month, beginning on June 30, 2012, subject to Mr. Schellhase'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.