Groupon, Inc. — Director's Dealing 2020

Feb 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-01-30

Reporting Person: Krenzer Steve (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-30	Common Stock	M	74586	—	Acquired	475717	Direct
2020-01-30	Common Stock	F	38384	$2.96	Disposed	437333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-30	Restricted Stock Units	$	M	74586	Disposed		Common Stock (74586.0)	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: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3: 298,344 of the restricted stock units reported on this line will vest on October 31, 2017, and 74,586 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a two year period beginning on December 31, 2018, in each case subject to Mr. Krenzer's continued employment with the Company through each vesting date.