Groupon, Inc. — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-08-15

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Class A Common Stock	M	1250	—	Acquired	162910	Direct
2016-08-15	Class A Common Stock	F	389	$5.78	Disposed	162521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	M	1250	Disposed		Class A Common Stock (1250.0)	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: 2,500 of the restricted stock units reported on this line vested monthly over a six-month period beginning on November 15, 2015, and 1,250 restricted stock units vested monthly over a four-month period beginning on May 15, 2016. In accordance with the terms of this award, following the appointment of a new chief financial officer of the Company on April 28, 2016, 50% of the then unvested restricted stock units were forfeited, and the remaining 50% of the unvested restricted stock units continued to vest as described herein.