Groupon, Inc. — Director's Dealing 2018

Dec 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2018-12-06

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-06	Common Stock	S	1500000	$3.04	Disposed	32734594	Indirect
2018-12-07	Common Stock	S	1500000	$3.09	Disposed	31234594	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1570269	Direct
Common Stock	10150400	Indirect
Common Stock	40000000	Indirect

Footnotes

F1: The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on December 6, 2018. The price per share for such transactions ranged from $2.99 to $3.09. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

F2: The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F3: The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on December 7, 2018. The price per share for such transactions ranged from $3.06 to $3.15. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

F4: The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.

F5: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2016 GRAT.

F6: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2018 GRAT.