Groupon, Inc. — Director's Dealing 2020

Jun 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-06-18

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-18	Common Stock	P	215000	$21.59	Acquired	34099994	Indirect
2020-06-18	Common Stock	P	35000	$21.42	Acquired	34134994	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15000000	Indirect
Common Stock	25000000	Indirect
Common Stock	1617952	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit Award (Right to Receive)	$0.0		Common Stock (87596.0)	87596	Direct

Footnotes

F1: The reported price reflects the weighted average purchase price per share for the transactions on June 18, 2020. The price per share for such transactions ranged from $20.99 to $22.16. Full information regarding the number of shares purchased at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

F2: In addition to the transaction reported on this line, the total number of shares reflects an annuity distribution by the Lefkofsky Family 2018 GRAT to Green Media LLC and the contribution of shares to the Lefkofsky Family 2020 GRAT.

F3: The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F4: The reported price reflects the weighted average purchase price per share for the transactions on June 19, 2020. The price per share for such transactions ranged from $21.05 to $21.73. Full information regarding the number of shares purchased at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.

F5: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2019 GRAT.

F6: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2020 GRAT.

F7: Mr. Lefkofsky has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's Common Stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.