Groupon, Inc. — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-08-15

Reporting Person: Kayman Brian (Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-15	Class A Common Stock	M	12500.0000	$0.0000	Acquired	210071.0000	Direct
2015-08-15	Class A Common Stock	F	3888.0000	$4.3300	Disposed	206183.0000	Direct
2015-08-17	Class A Common Stock	M	16563.0000	$0.0000	Acquired	222746.0000	Direct
2015-08-17	Class A Common Stock	F	5152.0000	$4.4100	Disposed	217594.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-15	Restricted Stock Units	$	M	12500.0000	Disposed		Class A Common Stock (12500.0000)	Direct
2015-08-17	Restricted Stock Units	$	M	16563.0000	Disposed		Class A Common Stock (16563.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	43.0000	Indirect

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: 12,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on August 15, 2015, subject to Mr. Kayman's 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, any unvested restricted stock units shall be forfeited.

F4: The restricted stock units reported on this line will vest in equal increments on the 17th day of the second month of each calendar quarter through Feb. 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date.