Groupon, Inc. — Director's Dealing 2012

Aug 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-08-27

Reporting Person: Bass Robert J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-27	Class A Common Stock	A	5000	$4.41	Acquired	15000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2080	Indirect

Holdings (Derivative)

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

Footnotes

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

F2: 25% of the restricted stock units on this line will vest on June 19, 2013, and and the remaining restricted stock units will vest in 12 equal installments at the end of each quarter, beginning on September 19, 2013, subject to Mr. Bass' continued service as a director of the Company through each vesting date.