Groupon, Inc. — Director's Dealing 2015

Jul 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: KEYWELL BRADLEY A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-07	Class A Common Stock	S	250000.0000	$4.8200	Disposed	30575030.0000	Indirect
2015-07-08	Class A Common Stock	S	250000.0000	$4.8400	Disposed	30325030.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	70932.0000	Direct

Footnotes

F1: Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on July 7, 2015. The price per share for such transactions ranged from $4.74 to $4.87. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

F2: The shares of Class A Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).

F3: The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on July 8, 2015. The price per share for such transactions ranged from $4.81 to $4.87. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.