Groupon, Inc. — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-11-29

Reporting Person: BARRIS PETER J (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Deferred Stock Units	$0	A	5781.938	Acquired		Class A Common Stock (5781.938)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	87184956	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (9149)	9149	Direct

Footnotes

F1: The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares held by NEA 12, except to the extent of his pecuniary interest therein.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on June 19, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on September 19, 2013, subject to Mr. Barris' continued service as a Director of the Company through each vesting date.

F4: The Reporting Person has received an exempt award of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.