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: HOBSON MELLODY L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-13	Class A Common Stock	A	14557.0000	$0.0000	Acquired	24557.0000	Direct
2013-06-13	Class A Common Stock	A	9149.0000	$0.0000	Acquired	33706.0000	Direct
2013-06-17	Class A Common Stock	A	30000.0000	$0.0000	Acquired	63706.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-13	Deferred Stock Unit Award (Right to Receive)	$0.0000	A	3644.3150	Acquired		Class A Common Stock (3644.3150)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0000		Class A Common Stock (20204.5450)	20204.5450	Direct

Footnotes

F1: 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 Ms. Hobson's continued service as a director of the Issuer through each vesting date.

F2: This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units granted to Ms. Hobson on June 19, 2012, which were previously timely reported in 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 Ms. Hobson's continued service as a director of the Issuer through each vesting date.

F4: This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units previously granted to Ms. Hobson, which were timely reported in Table II.

F5: 33% of the restricted stock units reported on this line vested in equal installments on each of May 31, 2012 and May 31, 2013 with the remaining 33% scheduled to vest on May 31, 2014, subject to Ms. Hobson's continued service as a director of the Issuer through such date.

F6: Ms. Hobson has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Groupon's Class A common stock (or, in the sole discretion of Groupon'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 Groupon. Ms. Hobson has elected to receive DSUs in lieu of the annual retainer fees payable for services on Groupon'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.