Groupon, Inc. — Director's Dealing 2013

Aug 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-08-14

Reporting Person: SANDELL SCOTT D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-14	Class A Common Stock	J	13000000	—	Disposed	74184956	Indirect
2013-08-14	Class A Common Stock	J	130000	—	Acquired	130000	Indirect
2013-08-14	Class A Common Stock	J	130000	—	Disposed	0	Indirect
2013-08-14	Class A Common Stock	J	7692	—	Acquired	7692	Indirect
2013-08-15	Class A Common Stock	S	7692	$9.85	Disposed	0	Indirect
2013-08-14	Class A Common Stock	J	27595	—	Acquired	27595	Indirect
2013-08-15	Class A Common Stock	S	27595	$9.7709	Disposed	0	Indirect

Footnotes

F1: New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 13,000,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 14, 2013.

F2: The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.

F3: NEA Partners 12 received 130,000 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on August 14, 2013.

F4: The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.

F5: NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 130,000 shares of Class A Common Stock of the Issuer to its limited partners on August 14, 2013.

F6: Rising River Partners, L.P. received 7,692 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.

F7: The securities are directly held by Rising River Partners, L.P. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by Rising River Partners, L.P. in which the Reporting Person has no pecuniary interest.

F8: New Enterprise Associates, LLC ("NEA LLC") received 27,595 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.

F9: The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $9.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (10) to this Form 4.