Groupon, Inc. — Director's Dealing 2016

Apr 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-04-07

Reporting Person: Drobny Dane A (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-07	Class A Common Stock	M	53594	—	Acquired	275884	Direct
2016-04-07	Class A Common Stock	F	16668	$4.28	Disposed	259216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-07	Restricted Stock Units	$	M	53594	Disposed		Class A Common Stock (53594.0)	Direct

Footnotes

F1: 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.

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

F3: Twenty-five percent (25%) of the restricted stock units reported on this line vested on July 7, 2015 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on October 7, 2015, subject to Mr. Drobny's continued employment with the Company through each vesting date.