Groupon, Inc. — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2019-02-12

Reporting Person: Thomas Melissa (CAO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	A	6447	—	Acquired	30651	Direct
2019-02-12	Common Stock	F	2231	$3.96	Disposed	28420	Direct
2019-02-12	Common Stock	A	1263	—	Acquired	29683	Direct
2019-02-12	Common Stock	F	437	$3.96	Disposed	29246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Units	$	A	75920	Acquired		Common Stock (75920.0)	Direct
2019-02-12	Performance Share Units	$	A	3789	Acquired		Common Stock (3789.0)	Direct
2019-02-12	Performance Share Units	$	A	486708	Acquired		Common Stock (486708.0)	Direct

Footnotes

F1: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units. This is not an open market sale of securities.

F3: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4: The restricted stock units reported on this line will vest 1/4 annually, starting on June 5, 2020, in each case subject to Ms. Thomas' continued employment as of the vesting date.

F5: Each performance share unit represents a contingent right to receive one share of Common Stock.

F6: The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018. 2,526 shares will vest on January 2, 2020 and 1,263 shares will vest on January 2, 2021, in each case subject to Ms. Thomas' continuous employment with the Company as of the vesting date.

F7: Vesting of the performance share units reported on this line is contingent upon achievement of a performance metric based on the Company's stock price prior to the performance period end date of December 31, 2022. If earned, 100% of the performance share units will vest following certification of achievement of the relevant metric, subject to Ms. Thomas' continuous employment.