Groupon, Inc. — Director's Dealing 2013

Sep 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-09-25

Reporting Person: Leonsis Theodore (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-25	Class A Common Stock	A	112000.0000	$0.0000	Acquired	793546.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-25	Deferred Stock Unit Award (Right to Receive)	$0.0000	A	2243.5900	Acquired		Class A Common Stock (2243.5900)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.0467	2019-06-11	Class A Common Stock (1200000.0000)	1200000.0000	Direct

Footnotes

F1: This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units granted to Mr. Leonsis on August 6, 2013, which were previously timely reported in Table II.

F2: 25% of the restricted stock units reported on this line will vest on September 1, 2013, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following three quarters, beginning December 1, 2013.

F3: Mr. Leonsis 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 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. Mr. Leonsis has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directorsand 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.

F4: The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.