Groupon, Inc. — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-02-18

Reporting Person: Williams Rich (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	M	352367	—	Acquired	3856807	Direct
2020-02-18	Common Stock	F	156099	$3.05	Disposed	3700708	Direct
2020-02-18	Common Stock	M	211802	—	Acquired	3912510	Direct
2020-02-18	Common Stock	F	93829	$3.05	Disposed	3818681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-18	Performance Share Units	$	M	847215	Acquired		Common Stock (847215.0)	Direct

Footnotes

F1: These do not represent new grants and are settlement of previously awarded non-derivative units 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. This is not an open market sale of securities.

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

F4: These units were previously awarded and do not represent new grants. They will vest in four equal installments beginning on January 2, 2021, in each case subject to Mr. Williams' continuous employment as of the vesting date.