Groupon, Inc. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-01-01

Reporting Person: Schellhase David (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Class A Common Stock	M	48884	$4.86	Acquired	138465	Direct
2013-01-01	Class A Common Stock	F	16895	$4.86	Disposed	121570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Restricted Stock Units	$	M	5834	Disposed		Class A Common Stock (5834)	Direct
2013-01-01	Class A Common Stock	$	M	43050	Disposed		Class A Common Stock (43050)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (112500)	112500	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F3: Twenty percent (20%) of the restricted stock units reported on this line vested on June 1, 2012 and the remainder of the restricted stock units will vest in 48 equal installments at the end of each month, beginning on June 30, 2012, subject to Mr. Schellhase's continued employment with the Company through each vesting date.

F4: The restricted stock units reported on this line will vest in 16 equal installments each quarter, beginning on July 26, 2012, subject to Mr. Schellhase's continued employment with the Company through each vesting date.

F5: The restricted stock units reported on this line will vest in 4 equal installments each quarter, beginning on January 1, 2013, subject to Mr. Schellhase's continued employment with the Company through each vesting date.