Groupon, Inc. — Director's Dealing 2014

Jul 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-07-15

Reporting Person: Stevens Brian (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Restricted Stock Units	$	A	40000.0000	Acquired		Class A Common Stock (40000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4198.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (158080.0000)	158080.0000	Direct

Footnotes

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

F2: 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.

F3: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on September 10, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on December 10, 2013, subject to Mr. Stevens' continued employment with the Company through each vesting date.