Groupon, Inc. — Director's Dealing 2013

Aug 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-08-14

Reporting Person: KOLLURI KRISHNA KITTU (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-14	Class A Common Stock	J	13000000	—	Disposed	74184956	Indirect
2013-08-14	Class A Common Stock	J	130000	—	Acquired	130000	Indirect
2013-08-14	Class A Common Stock	J	130000	—	Disposed	0	Indirect
2013-08-14	Class A Common Stock	J	2610	—	Acquired	2610	Indirect
2013-08-14	Class A Common Stock	J	260	—	Acquired	260	Indirect
2013-08-14	Class A Common Stock	J	260	—	Acquired	260	Indirect

Footnotes

F1: w Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 13,000,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 14, 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 130,000 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on August 14, 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 130,000 shares of Class A Common Stock of the Issuer to its limited partners on August 14, 2013.

F6: The Kolluri Living Trust dated 11/05/99, (the "Kolluri Living Trust") received 2,610 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.

F7: The securities are directly held by the Kolluri Living Trust. 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 the Kolluri Living Trust in which the Reporting Person has no pecuniary interest.

F8: Krishna S. Kolluri and Vanita S. Kolluri, as Trustees of the Ishaan S. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the "Ishaan Kolluri Trust") received 260 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.

F9: The securities are directly held by the Ishaan Kolluri Trust. 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 the Ishaan Kolluri Trust in which the Reporting Person has no pecuniary interest.

F10: Krishna S. Kolluri and Vanita S. Kolluri, as Trustees of the Raina V. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the "Raina Kolluri Trust") received 260 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.

F11: The securities are directly held by the Raina Kolluri Trust. 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 the Raina Kolluri Trust in which the Reporting Person has no pecuniary interest.