Groupon, Inc. — Director's Dealing 2015

Jul 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-07-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-26	Class A Common Stock	A	6250.0000	$4.9700	Acquired	773940.0000	Direct
2015-07-26	Class A Common Stock	F	2857.0000	$4.9700	Disposed	771083.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-26	Restricted Stock Units	$	M	6250.0000	Disposed		Class A Common Stock (6250.0000)	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 July 26, 2015, October 26, 2015, January 26, 2016 and April 26, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.