Groupon, Inc. — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-08-11

Reporting Person: BARRIS PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Class A Common Stock	J	12984956	$0.00	Disposed	20000000	Indirect
2016-08-11	Class A Common Stock	J	3986381	$0.00	Acquired	3986381	Indirect
2016-08-11	Class A Common Stock	J	3986381	$0.00	Disposed	0	Indirect
2016-08-11	Class A Common Stock	J	174770	$0.00	Acquired	341990	Indirect
2016-08-11	Class A Common Stock	J	53596	$0.00	Acquired	104879	Indirect
2016-08-11	Class A Common Stock	J	730349	$0.00	Acquired	730349	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	116923	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Units	$0.00		Class A Common Stock (76854)	76854	Direct

Footnotes

F1: New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 12,984,956 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 11, 2016.

F2: The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.

F3: NEA Partners 12 received 3,986,381 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on August 11, 2016.

F4: The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.

F5: NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 3,986,381 shares of Class A Common Stock of the Issuer to its limited partners on August 11, 2016.

F6: PJ Barris, LLC received 174,770 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.

F7: The Reporting Person is a member of PJ Barris, LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by PJ Barris, LLC in which the Reporting Person has no pecuniary interest.

F8: PDB LLC received 53,596 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.

F9: The Reporting Person is the investment advisor of PDB LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by PDB LLC in which the Reporting Person has no pecuniary interest.

F10: New Enterprise Associates, LLC ("NEA LLC") received 730,349 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.

F11: The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.

F12: The Reporting Person received exempt awards of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of the Issuer. The DSUs are vested.