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: Stevens Brian (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-31	Common Stock	M	5551	—	Acquired	200326	Direct
2017-03-31	Common Stock	F	2115	$3.93	Disposed	198211	Direct
2017-03-31	Common Stock	M	8000	—	Acquired	206211	Direct
2017-03-31	Common Stock	F	3048	$3.93	Disposed	203163	Direct
2017-03-31	Common Stock	M	17736	—	Acquired	220899	Direct
2017-03-31	Common Stock	F	6758	$3.93	Disposed	214141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-31	Restricted Stock Units	$	M	5551	Disposed		Common Stock (5551.0)	Direct
2017-03-31	Restricted Stock Units	$	M	8000	Disposed		Common Stock (8000.0)	Direct
2017-03-31	Restricted Stock Units	$	M	17736	Disposed		Common Stock (17736.0)	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: 27,573 of the restricted stock units reported on this line vested on December 31, 2015; 27,170 of the restricted stock units vested quarterly in equal installments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal installments during calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.

F4: The restricted stock units reported on this line will vest quarterly in 5 equal installments, beginning on December 31, 2016, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.

F5: 50,874 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 70,942 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. Stevens' continued employment with the Company through each vesting date.