Groupon, Inc. — Director's Dealing 2016

Oct 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-10-25

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-25	Restricted Stock Units	$	A	1207827	Acquired		Class A Common Stock (1207827.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F2: 500,000 of the restricted stock units reported on this line will vest in four equal quarterly installments beginning on March 15, 2017; 298,675 of the restricted stock units will vest on March 15, 2018; 232,109 of the restricted stock units will vest on March 15, 2019; and 177,043 of the restricted stock units will vest on March 15, 2020, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.