Groupon, Inc. — Director's Dealing 2012

Aug 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-08-29

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-30	Class A Common Stock	J	15371740	—	Disposed	330246	Indirect
2012-08-30	Class A Common Stock	J	2759855	—	Acquired	112124071	Indirect
2012-08-30	Class A Common Stock	J	593665	—	Acquired	593665	Indirect
2012-08-30	Class A Common Stock	G	2759855	—	Disposed	109364216	Indirect
2012-08-30	Class A Common Stock	G	593665	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-29	Deferred Stock Unit (Right to Receive)	$0	A	5800.464	Acquired		Class A Common Stock (5800.464)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0	2016-10-31	Class A Common Stock (999984)	999984	Indirect
Restricted Stock Units	$		Class A Common Stock (9149)	9149	Direct

Footnotes

F1: The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC ("600 West"), the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). On the Transaction Date, 600 West distributed substantially all of the shares held by it to its members based on their economic interest in 600 West and for no additional consideration or cost (the "Distribution").

F2: The shares of Class A Common Stock reported on this line were distributed in connection with the Distribution described in footnote 1 to Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F3: The shares of Class A Common Stock reported on this line were distributed in connection with the Distribution described in footnote 1 to Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Blue Media, LLC.

F4: This transaction involved a charitable contribution by Green Media, LLC to the Lefkofsky Family Foundation, a charitable foundation (the "Foundation").

F5: This transaction involved a charitable contribution by Blue Media, LLC to the Foundation.

F6: Mr. Lefkofksy 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 the 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. Lefkofksy has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.

F7: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.

F8: In addition to the disclosure in footnote (7), each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Lefkofsky, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.

F9: The shares of Class B Common Stock reported on this line are held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F10: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F11: 25% of the restricted stock units reported on this line will vest on June 19, 2013, and the remaining units will vest over 12 quarters, beginning on September 19, 2013, subject to Mr. Lefkofsky's continued service as a director through each vesting date.