Groupon, Inc. — Director's Dealing 2016

Oct 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-30	Class A Common Stock	M	25925	—	Acquired	346057	Direct
2016-09-30	Class A Common Stock	F	10121	$5.15	Disposed	335936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Restricted Stock Units	$	M	25925	Disposed		Class A Common Stock (25925.0)	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: 103,700 of the restricted stock units reported on this line will vest in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2016, and 57,833 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.