Groupon, Inc. — Director's Dealing 2016

Jun 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-06-08

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-08	Class A Common Stock	A	43103	—	Acquired	1483690	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	149948	Indirect
Class A Common Stock	100735062	Indirect

Footnotes

F1: 100% of the restricted stock units granted on June 8, 2016 will vest on June 8, 2017, subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.

F2: The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.

F3: The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.