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Groupon, Inc. Director's Dealing 2015

Aug 4, 2015

32275_dirs_2015-08-04_5965856c-96ac-4bc8-aa18-788b7e0f9a5b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-07-31

Reporting Person: Viswanath Sri (Chief Technology Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-07-31 Class A Common Stock M 62500.0000 $4.8200 Acquired 179879.0000 Direct
2015-07-31 Class A Common Stock F 32613.0000 $4.8200 Disposed 147266.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-07-31 Restricted Stock Units $ M 62500.0000 Disposed Class A Common Stock (62500.0000) 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: 62,500 of the restricted stock units reported on this line vested on July 13, 2013, and the remaining restricted stock units vest quarterly in 15 equal installments, beginning on October 31, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.