Groupon, Inc. — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-03-14

Reporting Person: Totty Brian (SVP- Engineering & Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-14	Restricted Stock Units	$	A	320000	Acquired		Class A Common Stock (320000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	639807	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (230160)	230160	Direct

Footnotes

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

F2: Each restricted stock unit on this line represents a contingent right to receive one share of Class A Common Stock. In November 2010, Mr. Totty received an award of 394,560 restricted stock units, which vest in equal increments over thirty-six months beginning on December 31, 2010, subject to his continued employment with the Company through each vesting date.

F3: Each restricted stock unit on this line represents a contingent right to receive one share of Class A Common Stock. In March 2012, Mr. Totty received an award of 320,000 restricted stock units, which vest in equal increments over sixteen quarters beginning on March 14, 2014, subject to his continued employment with the Company through each vesting date.