Groupon, Inc. — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	25925	—	Acquired	348032	Direct
2016-12-31	Common Stock	F	11848	$3.32	Disposed	336184	Direct
2016-12-31	Common Stock	M	53594	—	Acquired	389778	Direct
2016-12-31	Common Stock	F	24493	$3.32	Disposed	365285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Restricted Stock Units	$	M	25925	Disposed		Common Stock (25925.0)	Direct
2016-12-31	Restricted Stock Units	$	M	53594	Disposed		Common Stock (53594.0)	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 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.

F4: 53,594 of the restricted stock units reported on this line vested on June 1, 2016, and 53,594 of the restricted stock units reported on this line vested on December 31, 2016.