Groupon, Inc. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2015-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Class A Common Stock	M	25000	—	Acquired	890970	Direct
2015-12-31	Class A Common Stock	F	11426	$3.07	Disposed	879544	Direct
2015-12-31	Class A Common Stock	M	16624	—	Acquired	896168	Direct
2015-12-31	Class A Common Stock	F	7598	$3.07	Disposed	888570	Direct
2015-12-31	Class A Common Stock	M	118250	—	Acquired	1006820	Direct
2015-12-31	Class A Common Stock	F	54041	$3.07	Disposed	952779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Restricted Stock Units	$	M	25000	Disposed		Class A Common Stock (25000.0)	Direct
2015-12-31	Restricted Stock Units	$	M	16624	Disposed		Class A Common Stock (16624.0)	Direct
2015-12-31	Restricted Stock Units	$	M	118250	Disposed		Class A Common Stock (118250.0)	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 last day of last month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: 16,624 of the restricted stock units reported on this line vested on December 31, 2015; 68,900 of the restricted stock units reported on this line will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F5: 118,250 of the restricted stock units reported on this line vested on December 31, 2015; 81,700 of the restricted stock units reported on this line will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.