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: Randolfi Michael O (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	A	32310	—	Acquired	512595	Direct
2019-02-12	Common Stock	F	10112	$3.96	Disposed	502483	Direct
2019-02-12	Common Stock	A	14226	—	Acquired	516709	Direct
2019-02-12	Common Stock	F	4923	$3.96	Disposed	511786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Units	$	A	460123	Acquired		Common Stock (460123.0)	Direct
2019-02-12	Performance Share Units	$	A	56904	Acquired		Common Stock (56904.0)	Direct
2019-02-12	Performance Share Units	$	A	1000000	Acquired		Common Stock (1000000.0)	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 Mr. Randolfi's 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, and will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Randolfi's 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 Mr. Randolfi's continuous employment.