Groupon, Inc. — Director's Dealing 2019

Jun 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-06-05

Reporting Person: Thomas Melissa (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Common Stock	M	6701	—	Acquired	53845	Direct
2019-06-05	Common Stock	F	2969	$3.54	Disposed	50876	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-05	Restricted Stock Units	$	M	6701	Disposed		Common Stock (6701.0)	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 vested 1/4 on March 5, 2019, and will vest 1/8 quarterly on the 5th day of the last month of each calendar quarter from June 5, 2019 through March 5, 2020, and 1/16 quarterly on the 5th day of the last month of each calendar quarter from June 5, 2020 through March 5, 2021, subject to Ms. Thomas' continued employment with the Company through each vesting date.