Groupon, Inc. — Director's Dealing 2013

Aug 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-08-22

Reporting Person: DRANT RYAN D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-22	Class A Common Stock	S	6923	$9.94	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	74184956	Indirect

Footnotes

F1: The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.