Groupon, Inc. — Director's Dealing 2019

Apr 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-31	Common Stock	M	122110	—	Acquired	3136687	Direct
2019-03-31	Common Stock	F	54095	$3.55	Disposed	3082592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-31	Restricted Stock Units	$	M	122110	Disposed		Common Stock (122110.0)	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: 75,694 of the restricted stock units reported on this line vested on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 of the restricted stock units vested on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 140,427 of the restricted stock units vested on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 of the restricted stock units will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 of the restricted stock units vesting on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through the vesting date.