Groupon, Inc. — Director's Dealing 2014

Dec 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-12-05

Reporting Person: BARRIS PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-05	Class A Common Stock	J	10200000	—	Disposed	43984956	Indirect
2014-12-05	Class A Common Stock	J	102000	—	Acquired	102000	Indirect
2014-12-05	Class A Common Stock	J	102000	—	Disposed	0	Indirect
2014-12-05	Class A Common Stock	J	4528	—	Acquired	19176	Indirect
2014-12-05	Class A Common Stock	J	1389	—	Acquired	5882	Indirect
2014-12-05	Class A Common Stock	J	21380	—	Acquired	21380	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	42043	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Units	$0		Class A Common Stock (44532)	44532	Direct

Footnotes

F1: New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 10,200,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on December 5, 2014.

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 102,000 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on December 5, 2014.

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 102,000 shares of Class A Common Stock of the Issuer to its limited partners on December 5, 2014.

F6: PJ Barris, LLC received 4,528 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on December 5, 2014.

F7: The Reporting Person is a member of PJ Barris, 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 PJ Barris, LLC in which the Reporting Person has no pecuniary interest.

F8: PDB LLC received 1,389 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on December 5, 2014.

F9: The Reporting Person is the investment advisor of PDB 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 held by PDB LLC in which the Reporting Person has no pecuniary interest.

F10: New Enterprise Associates, LLC ("NEA LLC") received 21,380 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on December 5, 2014.

F11: 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.

F12: The Reporting Person received exempt awards of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of the Issuer. The DSUs are vested.