Groupon, Inc. — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-11-18

Reporting Person: Holden Jeffrey (SVP - Product Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-18	Class A Common Stock	M	13021	$2.98	Acquired	179493	Direct
2012-11-18	Class A Common Stock	F	5398	$2.98	Disposed	174095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-18	Restricted Stock Units	$	M	13021	Disposed		Class A Common Stock (13021)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (431250)	431250	Direct

Footnotes

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

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F3: One-sixth of Mr. Holden's 937,500 restricted stock units vested on April 18, 2012, and the remaining restricted stock units will vest in 60 equal installments on the 18th day of each month, beginning on May 18, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date.

F4: The restricted stock units will vest in 32 equal installments each quarter, beginning on July 26, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date. The restricted stock units were originally scheduled to vest beginning on July 26, 2013, however the grant was amended to change the first vesting date to July 26, 2012.