Groupon, Inc. — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-03-29

Reporting Person: Leonsis Theodore (Director, Office of the Chief Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-29	Class A Common Stock	A	4494.0000	$0.0000	Acquired	653264.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0000		Class A Common Stock (15420.0710)	15420.0710	Direct
Restricted Stock Units	$		Class A Common Stock (9149.0000)	9149.0000	Direct
Stock Option (Right to Buy)	$0.0467	2019-06-11	Class A Common Stock (1170000.0000)	1170000.0000	Direct

Footnotes

F1: Pursuant to his arrangement as a member of the Office of the Chief Executive, Mr. Leonsis has received these shares, which vest immediately, as his quarterly compensation.

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F4: 25% of the restricted stock units on this line will vest on June 19, 2013, and and the remaining restricted stock units will vest in 12 equal installments at the end of each quarter, beginning on September 19, 2013, subject to Mr. Leonsis' continued service as a director of the Company through each vesting date.

F5: The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.