Groupon, Inc. — Director's Dealing 2021

Jun 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2021-06-05

Reporting Person: Herauf Jeremy (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-05	Common Stock	M	438	—	Acquired	8400	Direct
2021-06-05	Common Stock	F	129	$45.64	Disposed	8271	Direct
2021-06-05	Common Stock	M	946	—	Acquired	9217	Direct
2021-06-05	Common Stock	F	278	$45.64	Disposed	8939	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-05	Restricted Stock Units	$	M	438	Disposed		Common Stock (438.0)	Direct
2021-06-05	Restricted Stock Units	$	M	946	Disposed		Common Stock (946.0)	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: The RSUs reported on this line vested on June 5, 2021, subject to Mr. Herauf's continued employment with the Company through each vesting date.

F4: The RSUs reported on this line vest in two equal installments on June 5, 2021 and June 5, 2022, subject to Mr. Herauf's continued employment with the Company through each vesting date.