Groupon, Inc. — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2017-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-31	Common Stock	M	14458	—	Acquired	473229	Direct
2017-12-31	Common Stock	F	6781	$5.10	Disposed	466448	Direct
2018-01-01	Common Stock	M	40000	—	Acquired	506448	Direct
2018-01-01	Common Stock	F	19840	$5.10	Disposed	486608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-31	Restricted Stock Units	$	M	14458	Disposed		Common Stock (14458.0)	Direct
2018-01-01	Restricted Stock Units	$	M	40000	Disposed		Common Stock (40000.0)	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 vested in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017.

F4: All of the restricted stock units reported on this line vested on January 1, 2018.