Groupon, Inc. — Director's Dealing 2016

Oct 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-10-31

Reporting Person: KEYWELL BRADLEY A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock	C	400008	—	Acquired	30725038	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Class B Common Stock	$0.0	C	400008	Disposed	2016-10-31	Common Stock (400008.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	114035	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0		Common Stock (80263.0)	80263	Direct

Footnotes

F1: On October 31, 2016, each share of the Issuer's Class A Common Stock and Class B 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").

F2: These shares were previously reported as shares of Class B common stock held by Mr. Keywell, which automatically converted into Common Stock pursuant to the Conversion. This was not an open market purchase or sale of securities.

F3: Prior to the Conversion, these shares were reported as shares of Class A common stock and Class B Common Stock held by Rugger Ventures LLC.

F4: The shares of Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).

F5: The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Keywell's continued service as a director of the Issuer through the respective vesting dates.

F6: Prior to the Conversion, these shares were reported as shares of Class A common stock.

F7: Under the Groupon, Inc. Non-Employee Director Compensation Plan, Deferred Stock Units ("DSUs") represent a right to receive shares of the Groupon's common stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Keywell has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.