Groupon, Inc. — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-02-28

Reporting Person: HOBSON MELLODY L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Deferred Stock Unit Award (Right to Receive)	$0.0000	A	5518.7640	Acquired		Class A Common Stock (5518.7640)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10000.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (30000.0000)	30000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (9149.0000)	9149.0000	Direct

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: The restricted stock units reported on this line vest in equal installments on May 31, 2012, May 31, 2013 and May 31, 2014, subject to Ms. Hobson's continued service on the Board of Directors through each vesting date.

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