Groupon, Inc. — Director's Dealing 2012

Aug 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-08-17

Reporting Person: RAMAN KAL (SVP, Americas)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-17	Restricted Stock Units	$	A	275000	Acquired		Class A Common Stock (275000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (600000)	600000	Direct

Footnotes

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

F2: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on May 7, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on August 7, 2013, subject to Mr. Raman's continued employment with the Company through each vesting date.

F3: The restricted stock units reported on this line will vest quarterly in 4 equal installments, beginning on January 1, 2013, subject to Mr. Raman's continued employment with the Company through each vesting date.