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: Viswanath Sri (SVP of Engineering & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Class A Common Stock	M	17500	—	Acquired	220953	Direct
2015-12-31	Class A Common Stock	F	9132	$3.07	Disposed	211821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Restricted Stock Units	$	M	17500	Disposed		Class A Common Stock (17500.0)	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: 17,500 of the restricted stock units reported on this line vested quarterly beginning on March 31, 2015. All remaining unvested restricted stock units reported on this line have been forfeited as a result of Mr. Viswanath's resignation, effective January 1, 2015.