Groupon, Inc. — Director's Dealing 2020

Dec 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-02-17

Reporting Person: Thomas Melissa (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-20	Common Stock	M	10233	—	Acquired	19540	Direct
2020-12-20	Common Stock	F	4534	$39.17	Disposed	15006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-17	Restricted Stock Units	$	A	36548	Acquired		Common Stock (36548.0)	Direct
2020-12-20	Restricted Stock Units	$	M	10233	Disposed		Common Stock (10233.0)	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: The number of shares reported has been adjusted to reflect the reverse stock split of the company's common stock at a ratio of 1:20 which became effective on June 10, 2020.

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

F4: The Compensation Committee approved this award on February 17, 2020, in connection with its annual compensation review process, and the number of RSUs was calculated using the average share price from January 1 through March 31, 2020.

F5: 10,233 restricted stock units reported on this line vested on December 20, 2020; 16,446 restricted stock units reported on this line vest on May 20, 2021; 9,869 restricted stock units reported on this line vest on May 20, 2022, subject, in each case, to Ms. Thomas' continued employment with the Company