Groupon, Inc. — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-12-01

Reporting Person: Williams Rich (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	M	18750	—	Acquired	1351728	Direct
2016-12-01	Common Stock	F	8569	$3.75	Disposed	1343159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Restricted Stock Units	$	M	18750	Disposed		Common Stock (18750.0)	Direct

Footnotes

F1: On October 31, 2016, each share of the Issuer's Class A common stock automatically converted on a 1-for-1 basis into a new class of stock designated Common Stock pursuant to the terms of the Issuer's amended and restated certificate of incorporation (the "Conversion"). Prior to the Conversion, these shares were reported as shares of Class A common stock.

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4: 153,750 of the restricted stock units reported on this line vested on June 1, 2015, and the remainder of the restricted stock units vested quarterly in equal increments through December 1, 2016.