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: EFRUSY KEVIN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Deferred Stock Unit Award (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	33203928	Indirect

Footnotes

F1: Includes 31,619,652 shares of Class A Common Stock held by Accel Growth Fund L.P. ("AGF"). Accel Growth Fund Associates L.L.C. ("AGFA") is the General Partner of AGF and has sole voting and investment power with respect to the shares held by AGF. Kevin J. Efrusy is a Managing Member of AGFA and shares such voting and investment power with respect to such shares.

F2: Includes 617,232 shares of Class A Common Stock held by Accel Growth Fund Strategic Partners L.P. ("AGFSP"). AGFA is the General Partner of AGFSP and has sole voting and investment power with respect to the shares held by AGFSP. Mr. Efrusy is a Managing Member of AGFA and shares such voting and investment power with respect to such shares.

F3: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F4: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F5: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F6: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F7: Includes 421,296 shares of Class A Common Stock held by Accel Growth Fund Investors 2009 L.L.C. ("Investors 2009"). Mr. Efrusy is a Managing Member of Investors 2009 and shares voting and investment powers with respect to the shares owned by Investors 2009.

F8: Mr. Efrusy has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receiveshares 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. Efrusy 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.