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: Stevens Brian (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	6792	—	Acquired	169857	Direct
2016-12-31	Common Stock	F	2588	$3.32	Disposed	167269	Direct
2016-12-31	Common Stock	M	12718	—	Acquired	179987	Direct
2016-12-31	Common Stock	F	4846	$3.32	Disposed	175141	Direct
2016-12-31	Common Stock	M	25000	—	Acquired	200141	Direct
2016-12-31	Common Stock	F	10791	$3.32	Disposed	189350	Direct
2016-12-31	Common Stock	M	8000	—	Acquired	197350	Direct
2016-12-31	Common Stock	F	3048	$3.32	Disposed	194302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Restricted Stock Units	$	M	6792	Disposed		Common Stock (6792.0)	Direct
2016-12-31	Restricted Stock Units	$	M	12718	Disposed		Common Stock (12718.0)	Direct
2016-12-31	Restricted Stock Units	$	M	25000	Disposed		Common Stock (25000.0)	Direct
2016-12-31	Restricted Stock Units	$	M	8000	Disposed		Common Stock (8000.0)	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 increments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal increments duing 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: 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 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.

F5: 25,000 of the restricted stock units reported on this line vested on June 1, 2016, and 25,000 of the restricted stock units reported on this line vested on December 31, 2016.

F6: The restricted stock units reported on this line will vest quarterly in five equal installments, beginning on December 31, 2016, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.