Groupon, Inc. — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-11-09

Reporting Person: Drobny Dane A (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	S	42930	$3.84	Disposed	322107	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 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 November 9, 2016. The price per share for such transactions ranged from to $3.83 to $3.88. 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.