Groupon, Inc. — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2018-03-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	M	298675	—	Acquired	2498734	Direct
2018-03-15	Common Stock	F	132314	$4.55	Disposed	2366420	Direct
2018-03-15	Common Stock	A	942	—	Acquired	2367362	Direct
2018-03-15	Common Stock	F	418	$4.55	Disposed	2366944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Restricted Stock Units	$	M	298675	Disposed		Common Stock (298675.0)	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: Restricted stock units earned as part of an annual incentive program and granted in accordance with the terms of the Groupon, Inc. 2011 Incentive Plan. These restricted stock units are immediately vested.

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

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