Groupon, Inc. — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2011-11-30

Reporting Person: Totty Brian (SVP - Engineering & Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Class A Common Stock	M	10960	—	Acquired	625416	Direct
2011-11-30	Class A Common Stock	F	5113	$17.50	Disposed	620303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-30	Restricted Stock Units	$	M	10960	Disposed		Class A Common Stock (10960)	Direct

Footnotes

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

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.