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Groupon, Inc. Director's Dealing 2014

Jan 14, 2014

32275_dirs_2014-01-14_4f9d483f-6cc0-4add-94dd-b8cbdc15cdaf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-01-10

Reporting Person: RAMAN KAL (Chief Operating Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-10 Class A Common Stock M 50000.0000 $11.5600 Acquired 232110.0000 Direct
2014-01-10 Class A Common Stock F 18825.0000 $11.5600 Disposed 213285.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-01-10 Restricted Stock Units $ A 200000.0000 Acquired Class A Common Stock (200000.0000) Direct
2014-01-10 Restricted Stock Units $ M 50000.0000 Disposed Class A Common Stock (50000.0000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Class A Common Stock (375000.0000) 375000.0000 Direct
Restricted Stock Units $ Class A Common Stock (750000.0000) 750000.0000 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: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: 50,000 restricted stock units reported on this line vested on January 10, 2014. 100,000 of the remaining restricted stock units will vest on June 15, 2014 and 50,000 of the remaining restricted stock units will vest on December 15, 2014, in each case subject to Mr. Raman's continued employment with the Issuer through each vesting date.

F4: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on May 7, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on August 7, 2013, subject to Mr. Raman's 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 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. Raman's continued employment with the Company through each vesting date.