Groupon, Inc. — Director's Dealing 2014

May 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-04-30

Reporting Person: Viswanath Sri (SVP Engineering and Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Class A Common Stock	M	62500.0000	$6.9900	Acquired	62500.0000	Direct
2014-04-30	Class A Common Stock	F	27470.0000	$6.9900	Disposed	35030.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Restricted Stock Units	$	M	62500.0000	Disposed		Class A Common Stock (62500.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (270000.0000)	270000.0000	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: The restricted stock units reported on this line vest quarterly in 16 equal installments, beginning on July 13, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.

F4: 120,000 of the restricted stock units reported on this line will vest on December 31, 2014, 17,500 of the restricted stock units will vest quarterly beginning on March 31, 2015, during calendar year 2015, 7,500 of the restricted stock units will vest quarterly beginning on March 31, 2016, during calendar year 2016, and 12,500 of the restricted stock units will vest quarterly beginning on March 31, 2017, during calendar year 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.