Groupon, Inc. — Director's Dealing 2015

Feb 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-02-25

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Class A Common Stock	A	38885.0000	$8.2600	Acquired	46279.0000	Direct
2015-02-25	Class A Common Stock	F	12441.0000	$8.2600	Disposed	33838.0000	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 (122951.0000)	122951.0000	Direct
Restricted Stock Units	$		Class A Common Stock (40000.0000)	40000.0000	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy mandatory tax withholding requirements. This is not an open market sale of securities.

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 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.