Groupon, Inc. — Director's Dealing 2019

Nov 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-10-30

Reporting Person: Krenzer Steve (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-30	Common Stock	M	74586	—	Acquired	438111	Direct
2019-10-30	Common Stock	F	36980	$2.78	Disposed	401131	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-30	Restricted Stock Units	$	M	74586	Disposed		Common Stock (74586.0)	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: 298,344 of the restricted stock units reported on this line vested on October 31, 2017, and 596,688 of the restricted stock units reported on this line will vest quarterly in equal installments from January 30, 2019 through October 30, 2020, in each case subject to Mr. Krenzer's continued employment with the Company through the vesting date.