Groupon, Inc. — Director's Dealing 2015

Jun 16, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-06-03

Reporting Person: Kayman Brian (Interim CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	197571.0000	Direct
Class A Common Stock	43.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (182188.0000)		Direct
Restricted Stock Units	$		Class A Common Stock (43501.0000)		Direct

Footnotes

F1: The restricted stock units reported on this line will vest in equal increments on the 17th day of the second month of each calendar quarter through Feb. 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: 4,563 of the restricted stock units reported on this line will vest on Dec. 31, 2015, 30,150 restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 8,788 restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, subject to Mr. Kayman's continued employment with the Company through each vesting date.