Groupon, Inc. — Director's Dealing 2016

Jan 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Class A Common Stock	M	6250	—	Acquired	959029	Direct
2016-01-26	Class A Common Stock	F	2275	$2.78	Disposed	956754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Restricted Stock Units	$	M	6250	Disposed		Class A Common Stock (6250.0)	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 January 26, 2016 and April 26, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.