Groupon, Inc. — Director's Dealing 2016

Feb 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-02-17

Reporting Person: Kayman Brian (Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Class A Common Stock	M	16563	—	Acquired	288715	Direct
2016-02-17	Class A Common Stock	F	5248	$3.79	Disposed	283467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-17	Restricted Stock Units	$	M	16563	Disposed		Class A Common Stock (16563.0)	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: The restricted stock units reported on this line will vest in equal increments on the 17th day of the second month of each calendar quarter through Feb. 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date.