Groupon, Inc. — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-02-03

Reporting Person: Holden Jeffrey (SVP - Product Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Class A Common Stock	S	10000.0000	$10.6300	Disposed	295973.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3400.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (507777.0000)	507777.0000	Direct
Restricted Stock Units	$		Class A Common Stock (359375.0000)	359375.0000	Direct
Restricted Stock Units	$		Class A Common Stock (600000.0000)	600000.0000	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 3, 2014. The price per share for such transactions ranged from $10.58 to $10.71. 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: One-sixth of Mr. Holden's 937,500 restricted stock units vested on April 18, 2012, and the remaining restricted stock units will vest in 60 equal installments on the 18th day of each month, beginning on May 18, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date.

F4: The restricted stock units will vest in 32 equal installments each quarter, beginning on July 26, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date. The restricted stock units were originally scheduled to vest beginning on July 26, 2013, however the grant was amended to change the first vesting date to July 26, 2012.

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. Holden's continued employment with the Company through each vesting date.