Groupon, Inc. — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-02-14

Reporting Person: RAMAN KAL (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Class A Common Stock	S	18000.0000	$10.6400	Disposed	220653.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (150000.0000)	150000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (337500.0000)	337500.0000	Direct
Restricted Stock Units	$		Class A Common Stock (750000.0000)	750000.0000	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 weighted average sale price per share for the transactions on February 14, 2014. The price per share for such transactions ranged from $10.53 to $10.86. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

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

F3: 50,000 restricted stock units reported on this line vested on January 10, 2014. 100,000 of the remaining restricted stock units will vest on June 15, 2014 and 50,000 of the remaining restricted stock units will vest on December 15, 2014, in each case subject to Mr. Raman's continued employment with the Issuer through each vesting date.

F4: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on May 7, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on August 7, 2013, subject to Mr. Raman's continued employment with the Company through each vesting date.

F5: Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 15, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on March 15, 2014, subject to Mr. Raman's continued employment with the Company through each vesting date.