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Groupon, Inc. Director's Dealing 2015

Mar 25, 2015

32275_dirs_2015-03-24_b55ed1bb-e52e-4063-a15f-9bca9ec350e1.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: 2015-03-20

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-03-20 Class A Common Stock S 9406.0000 $7.6300 Disposed 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: 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 March 20, 2015. The price per share for such transactions ranged from $7.60 to $7.65. 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: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

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 will vest 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.