Groupon, Inc. — Director's Dealing 2016

Jan 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-01-15

Reporting Person: Stevens Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Class A Common Stock	M	2500	—	Acquired	96640	Direct
2016-01-15	Class A Common Stock	F	910	$2.60	Disposed	95730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-15	Restricted Stock Units	$	M	2500	Disposed		Class A Common Stock (2500.0)	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: 2,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on November 15, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the restricted stock units reported on this line are fully vested, 50% of any unvested restricted stock units will be forfeited and the remaining 50% of any unvested restricted stock units will continue to vest.