Groupon, Inc. — Director's Dealing 2014

Dec 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-12-22

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-22	Class A Common Stock	S	9406.0000	$7.9500	Disposed	7394.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (12000.0000)	12000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (122951.0000)	122951.0000	Direct
Restricted Stock Units	$		Class A Common Stock (40000.0000)	40000.0000	Direct

Footnotes

F1: 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 sale price per share for each transaction on December 22, 2014.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: One hundred percent (100%) of the restricted stock units reported on this line will vest on June 1, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date.

F4: Twenty-five percent (25%) of the restricted stock units reported on this line vested on September 10, 2013 and the remainder of the restricted stock units vest quarterly in 12 equal installments, beginning on December 10, 2013, subject to Mr. Stevens' continued employment with the Company through each vesting date.

F5: The restricted stock units reported on this line will vest quarterly in 5 equal installments, beginning on December 31, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date.