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: Bass Robert J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-13	Class A Common Stock	A	15306.0000	$0.0000	Acquired	40306.0000	Direct
2013-06-13	Class A Common Stock	A	9149.0000	$0.0000	Acquired	49455.0000	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 Mr. Bass' 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 Mr. Bass 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 Mr. Bass' continued service as a director of the Issuer through each vesting date.