Groupon, Inc. — Director's Dealing 2019

Nov 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-31	Common Stock	M	190939	—	Acquired	3409561	Direct
2019-10-31	Common Stock	F	84586	$2.78	Disposed	3324975	Direct
2019-10-31	Common Stock	M	163018	—	Acquired	3487993	Direct
2019-10-31	Common Stock	F	72217	$2.78	Disposed	3415776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-31	Restricted Stock Units	$	M	190939	Disposed		Common Stock (190939.0)	Direct
2019-10-31	Restricted Stock Units	$	M	163018	Disposed		Common Stock (163018.0)	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: The restricted stock units reported on this line will vest in five equal annual installments beginning on October 31, 2018, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

F4: 163,018 of the restricted stock units reported on this line will vest on October 31, 2019, and 652,076 of the restricted stock units reported on this line will vest annually in equal installments beginning on October 31, 2020 and ending on October 31, 2023, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.