Groupon, Inc. — Director's Dealing 2015

Jun 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-06-01

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Class A Common Stock	M	12000.0000	$6.2800	Acquired	48533.0000	Direct
2015-06-01	Class A Common Stock	F	3732.0000	$6.2800	Disposed	44801.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Restricted Stock Units	$	M	12000.0000	Disposed		Class A Common Stock (12000.0000)	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: One hundred percent (100%) of the restricted stock units reported on this line vested on June 1, 2015.