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: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-30	Class A Common Stock	M	6792	—	Acquired	166415	Direct
2016-09-30	Class A Common Stock	F	2113	$5.15	Disposed	164302	Direct
2016-09-30	Class A Common Stock	M	12719	—	Acquired	177021	Direct
2016-09-30	Class A Common Stock	F	3956	$5.15	Disposed	173065	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Restricted Stock Units	$	M	6792	Disposed		Class A Common Stock (6792.0)	Direct
2016-09-30	Restricted Stock Units	$	M	12719	Disposed		Class A Common Stock (12719.0)	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: 27,573 of the restricted stock units reported on this line vested on December 31, 2015; 27,170 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.

F4: 50,874 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 70,942 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. Stevens' continued employment with the Company through each vesting date.