Groupon, Inc. — Director's Dealing 2017

Oct 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2017-10-25

Reporting Person: Randolfi Michael O (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-25	Common Stock	M	55000	—	Acquired	314812	Direct
2017-10-25	Common Stock	F	25795	$4.66	Disposed	289017	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-25	Restricted Stock Units	$	M	55000	Disposed		Common Stock (55000.0)	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 Common Stock.

F3: 287,581 of the restricted stock units reported on this line vested on April 25, 2017; 220,000 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2017; and 188,572 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2018, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.