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Groupon, Inc. Director's Dealing 2015

May 1, 2015

32275_dirs_2015-04-30_3b46dbcf-bd0e-42f4-9423-c1411e5432df.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-04-23

Reporting Person: Stevens Brian (Chief Accounting Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-04-23 Restricted Stock Units $ A 76945.0000 Acquired Class A Common Stock (76945.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 36533.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Class A Common Stock (12000.0000) 12000.0000 Direct
Restricted Stock Units $ Class A Common Stock (105387.0000) 105387.0000 Direct
Restricted Stock Units $ Class A Common Stock (40000.0000) 40000.0000 Direct

Footnotes

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

F2: 27,573 of the restricted stock units reported on this line will vest on December 31, 2015; 27,170 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 22,202 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. Stevens' continued employment with the Company through each vesting date.

F3: One hundred percent (100%) of the restricted stock units reported on this line will vest on June 1, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date.

F4: Twenty-five percent (25%) of the restricted stock units reported on this line vested on September 10, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on December 10, 2013, subject to Mr. Stevens' continued employment with the Company through each vesting date.

F5: The restricted stock units reported on this line will vest quarterly in 5 equal installments, beginning on December 31, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date.