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: RAMAN KAL (SVP, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Class A Common Stock	M	68750	$4.86	Acquired	68750	Direct
2013-01-01	Class A Common Stock	F	23321	$4.86	Disposed	45429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Restricted Stock Units	$	M	68750	Acquired		Class A Common Stock (68750)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (600000)	600000	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-five percent (25%) of the restricted stock units reported on this line will vest on May 7, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on August 7, 2013, subject to Mr. Raman's continued employment with the Company through each vesting date.

F4: The restricted stock units reported on this line will vest quarterly in 4 equal installments, beginning on January 1, 2013, subject to Mr. Raman's continued employment with the Company through each vesting date.