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: Leonsis Theodore (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-20	Class A Common Stock	A	16750.0000	$0.0000	Acquired	810296.0000	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
Stock Option (Right to Buy)	$0.0467	2019-06-11	Class A Common Stock (801250.0000)	801250.0000	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. Leonsis' continued service as a director of the Issuer through each vesting date.

F2: 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.

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