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: Williams Rich (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-31	Class A Common Stock	M	25000	—	Acquired	1031188	Direct
2016-03-31	Class A Common Stock	F	7776	$3.99	Disposed	1023412	Direct
2016-03-31	Class A Common Stock	M	17225	—	Acquired	1040637	Direct
2016-03-31	Class A Common Stock	F	5357	$3.99	Disposed	1035280	Direct
2016-03-31	Class A Common Stock	M	75694	—	Acquired	1110974	Direct
2016-03-31	Class A Common Stock	F	23617	$3.99	Disposed	1087357	Direct
2016-03-31	Class A Common Stock	M	20425	—	Acquired	1107782	Direct
2016-03-31	Class A Common Stock	F	6353	$3.99	Disposed	1101429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-31	Restricted Stock Units	$	M	25000	Disposed		Class A Common Stock (25000.0)	Direct
2016-03-31	Restricted Stock Units	$	M	17225	Disposed		Class A Common Stock (17225.0)	Direct
2016-03-31	Restricted Stock Units	$	M	75694	Disposed		Class A Common Stock (75694.0)	Direct
2016-03-31	Restricted Stock Units	$	M	20425	Disposed		Class A Common Stock (20425.0)	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: The restricted stock units reported on this line will vest in equal increments on the last day of last month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: 16,624 of the restricted stock units reported on this line vested on December 31, 2015, 68,900 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F5: 75,694 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 140,427 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 of the restricted stock units will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 restricted stock units vesting on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F6: 118,250 of the restricted stock units reported on this line vested on December 31, 2015, 81,700 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.