Groupon, Inc. — Director's Dealing 2016

Apr 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-03-31

Reporting Person: Kayman Brian (Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-31	Class A Common Stock	M	7538	—	Acquired	299617	Direct
2016-03-31	Class A Common Stock	F	2345	$3.99	Disposed	297272	Direct
2016-03-31	Class A Common Stock	M	14000	—	Acquired	311272	Direct
2016-03-31	Class A Common Stock	F	4354	$3.99	Disposed	306918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-31	Restricted Stock Units	$	M	7538	Disposed		Class A Common Stock (7538.0)	Direct
2016-03-31	Restricted Stock Units	$	M	14000	Disposed		Class A Common Stock (14000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	43	Indirect

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: 4,563 of the restricted stock units reported on this line vested on December 31, 2015, 30,150 restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 8,788 restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, subject to Mr. Kayman's continued employment with the Company through each vesting date.

F4: 56,000 of the restricted stock units reported on this line will vest in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2016, and 68,503 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017, in each case subject to Mr. Kayman's continued employment with the Company through each vesting date.