Groupon, Inc. — Director's Dealing 2019

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-02-22

Reporting Person: Thomas Melissa (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Common Stock	M	9975	—	Acquired	39221	Direct
2019-02-22	Common Stock	F	4709	$3.36	Disposed	34512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Restricted Stock Units	$	M	9975	Disposed		Common Stock (9975.0)	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 equal increments on February 22, 2019, May 22, 2019, August 22, 2019, November 22, 2019, February 22, 2020, and May 22, 2020, subject to Ms. Thomas' continued employment with the Company through each vesting date.