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: 2012-08-31

Reporting Person: Henry Daniel T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-31	Class A Common Stock	A	20000	$4.1672	Acquired	20000	Direct

Holdings (Derivative)

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

Footnotes

F1: The price is the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line is between $4.14 and $4.18 per share. Full information regarding the number of shares purchased at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: 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. Henry's continued service as a director of the Company through each vesting date.