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Groupon, Inc. Director's Dealing 2019

Apr 22, 2019

32275_dirs_2019-04-22_60a73daa-4398-4e1c-a197-16d57446f1d9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-04-18

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-04-18 Deferred Stock Unit Award (Right to Receive) $0.0 A 5372 Acquired Common Stock (5372.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1570269 Direct
Common Stock 28234594 Indirect
Common Stock 10150400 Indirect
Common Stock 40000000 Indirect

Footnotes

F1: The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.

F2: The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F3: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2016 GRAT.

F4: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2018 GRAT.

F5: Mr. Lefkofsky has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's Common Stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon separation from service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.