Groupon, Inc. — Director's Dealing 2016

Apr 14, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
3.25% Senior Convertible Notes due 2022	$5.40		Class A Common Stock (46296300)		Indirect

Footnotes

F1: This Form 3 is being filed by more than one Reporting Person. A-G Holdings, L.P. directly beneficially owns the reported securities. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by 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: The aggregate principal amount of the reported securities is $250,000,000, and such reported securities are convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms.

F3: Upon conversion of the reported securities, the Issuer will deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the reported securities if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities. The initial conversion rate is subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.

F4: The initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities is equivalent to an initial conversion price of approximately $5.40 per share of Common Stock.