Groupon, Inc. — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2017-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	A	33568	—	Acquired	434027	Direct
2017-02-14	Common Stock	F	10440	$3.78	Disposed	423587	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Restricted Stock Units	$	A	211667	Acquired		Common Stock (211667.0)	Direct

Footnotes

F1: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2016, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units. This is not an open market sale of securities.

F3: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4: 10,000 of the restricted stock units reported on this line will vest on September 15, 2017; 5,000 of the restricted stock units reported on this line will vest on each of December 15, 2017 and March 15, 2018; 46,487 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.