Groupon, Inc. — Director's Dealing 2017

Apr 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2017-03-31

Reporting Person: Drobny Dane A (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-31	Common Stock	M	14459	—	Acquired	400870	Direct
2017-03-31	Common Stock	F	4497	$3.93	Disposed	396373	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-31	Restricted Stock Units	$	M	14459	Disposed		Common Stock (14459.0)	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: 103,700 of the restricted stock units reported on this line vested in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2016, and 57,833 of the restricted stock units reported on this line will vest in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.