Groupon, Inc. — Director's Dealing 2013

Sep 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-09-13

Reporting Person: SANDELL SCOTT D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-13	Class A Common Stock	J	20000000	—	Disposed	54184956	Indirect
2013-09-13	Class A Common Stock	J	200000	—	Acquired	200000	Indirect
2013-09-13	Class A Common Stock	J	200000	—	Disposed	0	Indirect
2013-09-13	Class A Common Stock	J	11835	—	Acquired	11835	Indirect
2013-09-13	Class A Common Stock	J	41260	—	Acquired	41260	Indirect

Footnotes

F1: New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 20,000,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on September 13, 2013.

F2: 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.

F3: NEA Partners 12 received 200,000 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on September 13, 2013.

F4: The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. 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 of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.

F5: NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 200,000 shares of Class A Common Stock of the Issuer to its limited partners on September 13, 2013.

F6: Rising River Partners, L.P. received 11,835 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on September 13, 2013.

F7: The securities are directly held by Rising River Partners, L.P. 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 of the Issuer held by Rising River Partners, L.P. in which the Reporting Person has no pecuniary interest.

F8: New Enterprise Associates, LLC ("NEA LLC") received 41,260 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on September 13, 2013.

F9: The Reporting Person is a member of the Board of Directors of NEA LLC, which is 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 of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.