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: Leonsis Theodore (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-15	Class A Common Stock	X	19750.0000	$0.0467	Acquired	830046.0000	Direct
2014-07-15	Class A Common Stock	S	19750.0000	$6.4200	Disposed	810296.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Stock Option (Right to Buy)	$0.0467	X	19750.0000	Disposed	2019-06-11	Class A Common Stock (19750.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0000		Class A Common Stock (26080.3420)	26080.3420	Direct

Footnotes

F1: Reflects the exercise of options in connection with the sale of Class A Common Stock pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: 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 July 15, 2014. The price per share for such transactions ranged from $6.36 to $6.54. 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.

F3: The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.

F4: Mr. Leonsis has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Groupon's common stock (or, in the sole discretion of Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Leonsis has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directorsand any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.