Groupon, Inc. — Director's Dealing 2013

Dec 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-12-20

Reporting Person: Child Jason (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Class A Common Stock	M	65000.0000	$11.6800	Acquired	476598.0000	Direct
2013-12-20	Class A Common Stock	F	30518.0000	$11.6800	Disposed	446080.0000	Direct
2013-12-23	Class A Common Stock	S	40000.0000	$11.8400	Disposed	406080.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-20	Restricted Stock Units	$	M	65000.0000	Disposed		Class A Common Stock (65000.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (41700.0000)	41700.0000	Direct
Restricted Stock Units	$		Class A Common Stock (585000.0000)	585000.0000	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F2: The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on December 23, 2013. The price per share for such transactions ranged from $11.67 to $11.94. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

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

F4: 260,000 restricted stock units vested on December 20, 2011. The remainder of Mr. Child's restricted stock units will vest in 16 equal installments at the end of each subsequent three month period, beginning on March 20, 2012, subject to his continued employment with the Company through each vesting date.

F5: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on November 5, 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 on February 5, 2014, subject to Mr. Child's continued employment with the Company through each vesting date.

F6: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 15, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on March 15, 2014, subject to Mr. Child's continued employment with the Company through each vesting date.