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Groupon, Inc. — Director's Dealing 2012
Dec 3, 2012
32275_dirs_2012-12-03_d1c10ea4-6f73-451c-9e1b-638028023331.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2012-11-29
Reporting Person: Leonsis Theodore (Director)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-11-29 | Deferred Stock Unit (Right to Receive) | $0 | A | 5781.938 | Disposed | Class A Common Stock (5781.938) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 678770 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $0.0467 | 2019-06-11 | Class A Common Stock (1170000) | 1170000 | Direct |
| Restricted Stock Units | $ | Class A Common Stock (9149) | 9149 | Direct |
Footnotes
F1: Mr. Leonsis has 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 common stock (or, in the sole discretion of 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. Leonsis has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directorsand 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.
F2: The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.
F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
F4: 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. Leonsis' continued service as a director of the Company through each vesting date.