Groupon, Inc. — Director's Dealing 2014

May 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-05-20

Reporting Person: Bass Robert J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-20	Class A Common Stock	A	17588.0000	$0.0000	Acquired	67043.0000	Direct

Footnotes

F1: 25% of the restricted stock units granted on May 20, 2014 will vest on May 20, 2015, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on August 20, 2015, subject to Mr. Bass' continued service as a director of the Issuer through each vesting date.