Groupon, Inc. — Director's Dealing 2016

Oct 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-10-12

Reporting Person: Sullivan James (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-12	Class A Common Stock	M	46833	—	Acquired	346611	Direct
2016-10-12	Class A Common Stock	F	24438	$5	Disposed	322173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-12	Restricted Stock Units	$	M	46833	Disposed		Class A Common Stock (46833.0)	Direct

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: 187,333 of the restricted stock units reported on this line vested on January 12, 2016, and the remainder of the restricted stock units will vest quarterly in equal increments through January 12, 2018, in each case subject to Mr. Sullivan's continued employment with the Company through each vesting date.