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: Williams Rich (COO & President, North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Class A Common Stock	M	153750.0000	$6.2800	Acquired	792925.0000	Direct
2015-06-01	Class A Common Stock	F	69567.0000	$6.2800	Disposed	723358.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Restricted Stock Units	$	M	153750.0000	Disposed		Class A Common Stock (153750.0000)	Direct
2015-06-03	Restricted Stock Units	$	A	420559.0000	Acquired		Class A Common Stock (420559.0000)	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: 153,750 of the restricted stock units reported on this line vested on June 1, 2015, and the remainder of the restricted stock units will vest quarterly in equal increments through December 1, 2016, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: 118,250 of the restricted stock units granted to Mr. Williams on June 3, 2015 will vest on December 31, 2015, 81,700 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F5: See footnote 4. In addition, 16,624 of the restricted stock units granted to Mr. Williams on May 4, 2015 will vest on December 31, 2015, 68,900 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.