Groupon, Inc. — Director's Dealing 2015

Sep 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-09-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-14	Class A Common Stock	M	3000.0000	$0.0000	Acquired	784264.0000	Direct
2015-09-14	Class A Common Stock	F	1371.0000	$4.1400	Disposed	782893.0000	Direct
2015-09-15	Class A Common Stock	M	50000.0000	$0.0000	Acquired	832893.0000	Direct
2015-09-15	Class A Common Stock	F	22850.0000	$4.1900	Disposed	810043.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-14	Restricted Stock Units	$	M	3000.0000	Disposed		Class A Common Stock (3000.0000)	Direct
2015-09-15	Restricted Stock Units	$	M	50000.0000	Disposed		Class A Common Stock (50000.0000)	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 will vest in equal increments on the 14th day of the last month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: The restricted stock units reported on this line will vest in equal increments on the 15th day of the last month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.