Groupon, Inc. — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-03-14

Reporting Person: Williams Rich (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Class A Common Stock	M	3000	—	Acquired	972672	Direct
2016-03-14	Class A Common Stock	F	934	$4.13	Disposed	971738	Direct
2016-03-15	Class A Common Stock	M	50000	—	Acquired	1021738	Direct
2016-03-15	Class A Common Stock	F	15550	$3.97	Disposed	1006188	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Restricted Stock Units	$	M	3000	Disposed		Class A Common Stock (3000.0)	Direct
2016-03-15	Restricted Stock Units	$	M	50000	Disposed		Class A Common Stock (50000.0)	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 14th day of the last month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: The restricted stock units reported on this line will vest in equal increments on the 15th day of the last month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.