Groupon, Inc. — Director's Dealing 2013

Jun 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-06-13

Reporting Person: BARRIS PETER J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-19	Class A Common Stock	A	9149	—	Acquired	9149	Direct
2013-06-13	Class A Common Stock	A	15306	—	Acquired	24455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-13	Deferred Stock Units	$0	A	3826.531	Disposed		Class A Common Stock (25041.304)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	87184956	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 New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares held by NEA 12, except to the extent of his pecuniary interest therein.

F2: This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units granted to the Reporting Person on June 19, 2012 which were previously timely reported on Table II.

F3: 25% of the restricted stock units granted on June 19, 2012 will vest on June 19, 2013, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on September 19, 2013, subject to Mr. Barris' continued service as a director of the Issuer through each vesting date.

F4: 25% of the restricted stock units granted on June 13, 2013 will vest on June 13, 2014, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on September 13, 2014, subject to Mr. Barris' continued service as a director of the Issuer through each vesting date.

F5: The Reporting Person has received an exempt award of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer'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 the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and 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.