Groupon, Inc. — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-12-15

Reporting Person: Child Jason (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Class A Common Stock	M	48750.0000	$7.0100	Acquired	526416.0000	Direct
2014-12-15	Class A Common Stock	F	15771.0000	$7.0100	Disposed	510645.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-15	Restricted Stock Units	$	M	48750.0000	Disposed		Class A Common Stock (48750.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (242000.0000)	242000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (325000.0000)	325000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (400000.0000)	400000.0000	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: 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.

F4: 18,750 of the restricted stock units reported on this line will vest on March 1, 2015, 110,750 of the restricted stock units will vest on June 1, 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following six quarters beginning on September 1, 2015, in each case subject to Mr. Child's continued employment with the Company through each vesting date.

F5: 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.

F6: 50,000 of the restricted stock units reported on this line will vest on December 31, 2014, 12,500 of the restricted stock units will vest each quarter, beginning on March 31, 2015, during calendar year 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following eight quarters, beginning on March 31, 2016, in each case subject to Mr. Child's continued employment with the Company through each vesting date.