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: 2016-04-01

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Class A Common Stock	M	1055806	—	Acquired	1887261	Direct
2016-04-01	Class A Common Stock	F	446674	$3.92	Disposed	1440587	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Units	$	M	1055806	Disposed		Class A Common Stock (1055806.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	149948	Indirect
Class A Common Stock	100735062	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: The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.

F3: The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F4: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F5: 100% of the restricted stock units reported on this line vested on April 1, 2016.