Groupon, Inc. — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-05-11

Reporting Person: Viswanath Sri (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Class A Common Stock	S	17823.0000	$6.7500	Disposed	96588.0000	Direct
2015-05-12	Class A Common Stock	S	17823.0000	$6.7500	Disposed	78765.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (193250.0000)	193250.0000	Direct
Restricted Stock Units	$		Class A Common Stock (100000.0000)	100000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (500000.0000)	500000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (132500.0000)	132500.0000	Direct

Footnotes

F1: 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 May 11, 2015. The price per share for such transactions ranged from $6.71 to $6.83. 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 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 May 12, 2015. The price per share for such transactions ranged from $6.70 to $6.81. 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F4: 18,750 of the restricted stock units reported on this line vested on March 1, 2015, 80,750 of the restricted stock units will vest on June 1, 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following six quarters beginning on September 1, 2015, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.

F5: 8,504 of the restricted stock units reported on this line will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 91,496 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.

F6: 62,500 of the restricted stock units reported on this line vested on July 13, 2013, and the remaining restricted stock units vest quarterly in 15 equal installments, beginning on October 31, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.

F7: 120,000 of the restricted stock units reported on this line vested on December 31, 2014, 17,500 of the restricted stock units will vest quarterly in equal increments during calendar year 2015, beginning on March 31, 2015, 7,500 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 12,500 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. Viswanath's continued employment with the Company through each vesting date.