Groupon, Inc. — Director's Dealing 2015

Nov 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-11-03

Reporting Person: Williams Rich (COO & President, North America)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-03	Restricted Stock Units	$	A	1618277.0000	Acquired		Class A Common Stock (1618277.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: 75,694 RSUs reported on this line will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 RSUs will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 140,427 RSUs will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 RSUs will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 RSUs vesting on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.