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: 2015-10-30

Reporting Person: Stevens Brian (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-30	Restricted Stock Units	$	A	25000.0000	Acquired		Class A Common Stock (25000.0000)	Direct

Footnotes

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

F2: 2,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on November 15, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the restricted stock units reported on this line are fully vested, 50% of any unvested restricted stock units will be forfeited and the remaining 50% of any unvested restricted stock units will continue to vest.