Groupon, Inc. — Director's Dealing 2020

Jan 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-01-02

Reporting Person: Drobny Dane A (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-02	Common Stock	M	9104	—	Acquired	711753	Direct
2020-01-02	Common Stock	F	4516	$2.37	Disposed	707237	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-02	Performance Share Units	$	M	9104	Disposed		Common Stock (9104.0)	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 performance share unit represents a contingent right to receive one share of Common Stock.

F4: 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 vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date.