Groupon, Inc. — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-12-10

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Class A Common Stock	M	17564.0000	$7.1800	Acquired	22482.0000	Direct
2014-12-10	Class A Common Stock	F	5682.0000	$7.1800	Disposed	16800.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Restricted Stock Units	$	A	12000.0000	Acquired		Class A Common Stock (12000.0000)	Direct
2014-12-10	Restricted Stock Units	$	M	17564.0000	Disposed		Class A Common Stock (17564.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (40000.0000)	40000.0000	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

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

F3: One hundred percent (100%) of the restricted stock units reported on this line will vest on June 1, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date.

F4: 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.

F5: 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.