Groupon, Inc. — Director's Dealing 2012

Aug 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-07-31

Reporting Person: Del Preto Joseph (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Class A Common Stock	M	1460	—	Acquired	20158	Direct
2012-07-31	Class A Common Stock	F	460	$6.66	Disposed	19698	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-31	Restricted Stock Units	$	M	1460	Disposed		Class A Common Stock (1460)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (8707)	8707	Direct
Restricted Stock Units	$		Class A Common Stock (32000)	32000	Direct

Footnotes

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

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.

F3: Twenty-five (25%) of the restricted stock units on this line will vest on April 13, 2012 and the remainder of the restricted stock units will vest in 36 equal installments on the thirteenth day of each month, beginning on May 13, 2012, subject to Mr. Del Preto's continued employment with the Company through each vesting date.

F4: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 31, 2011 and the remainder of the restricted stock units will vest in 36 equal installments at the end of each month, beginning on January 31, 2012, subject to Mr. Del Preto's continued employment with the Company through each vesting date. The vesting of 20,416 shares were delayed until March 15, 2012; the remaining shares will vest according the schedule described in the previous sentence.

F5: The restricted stock units reported on this line will vest in equal increments over 16 quarters beginning March 14, 2013, subject to Mr. Del Preto's continued employment with the Company through each vesting date.