Groupon, Inc. — Director's Dealing 2015

Aug 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-08-05

Reporting Person: Kayman Brian (Interim CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-05	Restricted Stock Units	$	A	125000.0000	Acquired		Class A Common Stock (125000.0000)	Direct

Footnotes

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

F2: 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.