Groupon, Inc. — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-04-26

Reporting Person: Schellhase David (General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-26	Restricted Stock Units	$	A	120000	Acquired		Class A Common Stock (120000)	Direct

Holdings (Derivative)

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

Footnotes

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

F2: The restricted stock units will vest in 16 equal installments each quarter, beginning on July 26, 2012, subject to Mr. Schellhase's continued employment with the Company through each vesting date.

F3: 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.