Groupon, Inc. — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-06-01

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Class A Common Stock	S	10000	$3.50	Disposed	117170	Direct
2016-06-01	Class A Common Stock	M	25000	—	Acquired	142170	Direct
2016-06-01	Class A Common Stock	F	7775	$3.54	Disposed	134395	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	Restricted Stock Units	$	M	25000	Disposed		Class A Common Stock (25000.0)	Direct

Footnotes

F1: The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F4: 25,000 of the restricted stock units reported on this line vested on June 1, 2016, and 25,000 of the restricted stock units reported on this line will vest on December 31, 2016, subject to Mr. Stevens' continued employment with the Company through the vesting date.