Groupon, Inc. — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-01-31

Reporting Person: Viswanath Sri (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-31	Class A Common Stock	M	62500.0000	$7.1600	Acquired	166298.0000	Direct
2015-01-31	Class A Common Stock	F	24125.0000	$7.1600	Disposed	142173.0000	Direct
2015-02-02	Class A Common Stock	S	19188.0000	$7.1900	Disposed	122985.0000	Direct
2015-02-03	Class A Common Stock	S	19187.0000	$7.3000	Disposed	103798.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-31	Restricted Stock Units	$	M	62500.0000	Disposed		Class A Common Stock (62500.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (212000.0000)	212000.0000	Direct
Restricted Stock Units	$		Class A Common Stock (150000.0000)	150000.0000	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F2: 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 February 2, 2015. The price per share for such transactions ranged from $7.06 to $7.29. 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.

F3: 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 February 3, 2015. The price per share for such transactions ranged from $7.18 to $7.45. 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.

F4: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F5: 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.

F6: 18,750 of the restricted stock units reported on this line will vest 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.

F7: 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 beginning on March 31, 2015, during calendar year 2015, 7,500 of the restricted stock units will vest quarterly beginning on March 31, 2016, during calendar year 2016, and 12,500 of the restricted stock units will vest quarterly beginning on March 31, 2017, during calendar year 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.