Groupon, Inc. — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-04-26

Reporting Person: Holden Jeffrey (SVP - Product Management)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-26	Restricted Stock Units	$	A	460000	Acquired		Class A Common Stock (460000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	103902	Direct
Class A Common Stock	3400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (781250)	781250	Direct

Footnotes

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

F2: The restricted stock units will vest in 32 equal installments each quarter, beginning on July 26, 2013, subject to Mr. Holden's continued employment with the Company through each vesting date.

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.