Groupon, Inc. — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2017-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	M	3000	—	Acquired	1517187	Direct
2017-03-14	Common Stock	F	1372	$3.93	Disposed	1515815	Direct
2017-03-15	Common Stock	M	125000	—	Acquired	1640815	Direct
2017-03-15	Common Stock	F	57125	$4	Disposed	1583690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-14	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000.0)	Direct
2017-03-15	Restricted Stock Units	$	M	125000	Disposed		Common Stock (125000.0)	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: The restricted stock units reported on this line vested in equal increments on the 14th day of the last month of each calendar quarter through March 14, 2017.

F4: 500,000 of the restricted stock units reported on this line will vest in four equal quarterly installments beginning on March 15, 2017; 298,675 of the restricted stock units will vest on March 15, 2018; 232,109 of the restricted stock units will vest on March 15, 2019; and 177,043 of the restricted stock units will vest on March 15, 2020, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.