Groupon, Inc. — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-02-15

Reporting Person: SCHULTZ HOWARD D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Deferred Stock Unit (Right to Receive)	$0	A	1281.394	Acquired		Class A Common Stock (1281.394)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	633112	Direct
Class A Common Stock	1134538	Indirect
Class A Common Stock	94966	Indirect
Class A Common Stock	36720	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$7.9	2021-01-01	Class A Common Stock (120000)	120000	Direct

Footnotes

F1: The shares of Class A Common Stock reported in this line are held by Maveron Equity Partners IV, L.P. Mr. Schultz has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of Maveron Equity Partners IV, L.P.

F2: The shares of Class A Common Stock reported in this line are held by MEP Associates IV, L.P. Mr. Schultz is a limited partner of MEP Associates IV, L.P. and has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of MEP Associates IV, L.P.

F3: The shares of Class A Common Stock reported in this line are held by Maveron IV Entrepreneurs' Fund, L.P. Mr. Schultz has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of Maveron IV Entrepreneurs' Fund, L.P.

F4: Mr. Schultz has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Groupon's Class A common stock (or, in the sole discretion of Groupon'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 Groupon. Mr. Schultz has elected to receive DSUs in lieu of the annual retainer fees payable for services on Groupon'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.

F5: One-fourth of the stock options reported on this line vested on February 1, 2011. The remaining stock options reported on this line will vest in equal installments on May 31, 2012, May 31, 2013 and May 31, 2014, subject to Mr. Schultz's continued service on the Board of Directors through each vesting date.