Groupon, Inc. — Director's Dealing 2016

Nov 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-11-28

Reporting Person: Stevens Brian (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-28	Common Stock	S	10000	$4.11	Disposed	163065	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: The transaction reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.