Groupon, Inc. — Director's Dealing 2015

Aug 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-08-06

Reporting Person: LEFKOFSKY ERIC P (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Class A Common Stock	M	100000.0000	$0.0000	Acquired	831455.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Restricted Stock Units	$	M	100000.0000	Disposed		Class A Common Stock (100000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	149948.0000	Indirect
Class A Common Stock	100735062.0000	Indirect

Footnotes

F1: The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.

F2: The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F4: 50% of the restricted stock units reported on this line vested on August 6, 2014, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following four quarters, beginning on November 6, 2014, subject to Mr. Lefkofsky's continued employment with the Issuer through each vesting date.