Groupon, Inc. — Director's Dealing 2014

Jul 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-07-07

Reporting Person: Drobny Dane A (General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-07	Restricted Stock Units	$	A	857500.0000	Acquired		Class A Common Stock (857500.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on July 7, 2015 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on October 7, 2015, subject to Mr. Drobny's continued employment with the Company through each vesting date.