Groupon, Inc. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Class A Common Stock	M	18750	—	Acquired	975504	Direct
2016-03-01	Class A Common Stock	F	5832	$4.63	Disposed	969672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	18750	Disposed		Class A Common Stock (18750.0)	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: 153,750 of the restricted stock units reported on this line vested on June 1, 2015, and the remainder of the restricted stock units will vest quarterly in equal increments through December 1, 2016, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.