Groupon, Inc. — Director's Dealing 2013

Nov 18, 2013

SEC Form 4/A — Form 4/A

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2013-11-11

Reporting Person: Leonsis Theodore (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-11	Class A Common Stock	X	150000.0000	$0.0467	Acquired	943546.0000	Direct
2013-11-11	Class A Common Stock	S	50000.0000	$9.9100	Disposed	893546.0000	Direct
2013-11-12	Class A Common Stock	S	50000.0000	$10.1600	Disposed	843546.0000	Direct
2013-11-13	Class A Common Stock	S	50000.0000	$10.2800	Disposed	793546.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-11	Stock Option (Right to Buy)	$0.0467	X	150000.0000	Disposed	2019-06-11	Class A Common Stock (150000.0000)	Direct

Footnotes

F1: Reflects the exercise of options in connection with transactions effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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 November 11, 2013. The price per share for such transactions ranged from $9.77 to $10.10. 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. The transactions on this line item were previously reported by the Reporting Person on a Form 4 filed on November 13, 2013.

F3: 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 November 12, 2013. The price per share for such transactions ranged from $9.91 to $10.35. 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. The transactions on this line item were previously reported by the Reporting Person on a Form 4 filed on November 13, 2013.

F4: 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 November 13, 2013. The price per share for such transactions ranged from $10.12 to $10.39. 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. The transactions on this line item were previously reported by the Reporting Person on a Form 4 filed on November 13, 2013.

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