Groupon, Inc. — Director's Dealing 2015

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-05-04

Reporting Person: Viswanath Sri (Chief Technology Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-04	Restricted Stock Units	$	A	100000.0000	Acquired		Class A Common Stock (100000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	114411.0000	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 (500000.0000)	500000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (132500.0000)	132500.0000	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: 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.

F3: 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.

F4: 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.

F5: 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.