Groupon, Inc. — Director's Dealing 2015

May 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-05-06

Reporting Person: LEFKOFSKY ERIC P (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Class A Common Stock	M	100000.0000	$0.0000	Acquired	731455.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Restricted Stock Units	$	M	100000.0000	Disposed		Class A Common Stock (100000.0000)	Direct
2015-05-08	Restricted Stock Units	$	A	1055806.0000	Acquired		Class A Common Stock (1055806.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	149948.0000	Indirect
Class A Common Stock	101189228.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0000		Class A Common Stock (14685.7820)	14685.7820	Direct
Class B Common Stock	$0.0000	2016-10-31	Class A Common Stock (999984.0000)	999984.0000	Indirect

Footnotes

F1: The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.

F2: The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

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

F4: 50% of the restricted stock units reported on this line vested on August 6, 2014, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following four quarters, beginning on November 6, 2014, subject to Mr. Lefkofsky's continued employment with the Issuer through each vesting date.

F5: 100% of the restricted stock units reported on this line will vest on April 1, 2016, subject to Mr. Lefkofsky serving as the Chief Executive Officer or Chairman of the Board of Directors on such vesting date.

F6: Mr. Lefkofksy has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's common stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Lefkofksy has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.

F7: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.

F8: In addition to the disclosure directly above, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Lefkofsky, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.

F9: The shares of Class B Common Stock reported on this line are held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.