Groupon, Inc. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-07-15

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Class A Common Stock	M	1250	—	Acquired	162049	Direct
2016-07-15	Class A Common Stock	F	389	$3.49	Disposed	161660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	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 will vest monthly over a four-month period beginning on May 15, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date. 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 will continue to vest as described herein.