Groupon, Inc. — Director's Dealing 2015

Oct 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-09-30

Reporting Person: Viswanath Sri (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-30	Class A Common Stock	M	17500.0000	$3.2600	Acquired	173732.0000	Direct
2015-09-30	Class A Common Stock	F	9132.0000	$3.2600	Disposed	164600.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-30	Restricted Stock Units	$	M	17500.0000	Disposed		Class A Common Stock (17500.0000)	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: 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.