Groupon, Inc. — Director's Dealing 2016

May 9, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-04-28

Reporting Person: Randolfi Michael O (CFO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (696153.0)		Direct

Footnotes

F1: 287,581 of the restricted stock units reported on this line will vest on April 25, 2017, 220,000 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2017, and 188,572 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2018, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.