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: A-G Holdings, L.P. (Director, See Remarks)
Reporting Person: Atairos Partners GP, Inc. (See Remarks)
Reporting Person: Atairos Partners, L.P. (See Remarks)
Reporting Person: Atairos Group, Inc. (See Remarks)
Reporting Person: A-G Holdings GP, LLC (See Remarks)
Reporting Person: Angelakis Michael J (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-08	Class A Common Stock	A	43103	$0.0000	Acquired	43103	Indirect

Footnotes

F1: This Form 4 is being filed by more than one Reporting Person. The reported shares underlie restricted stock units granted to Michael J. Angelakis in his capacity as a director of the Issuer. Mr. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P., which is the sole voting shareholder of Atairos Group, Inc. Atairos Group, Inc. is the sole limited partner of A-G Holdings, L.P. and sole member and manager of A-G Holdings GP, LLC, which is the general partner of A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

F2: 100% of the restricted stock units granted on June 8, 2016 will vest on June 8, 2017, subject to Mr. Angelakis' continued service as a director of the Issuer through the vesting date.