Groupon, Inc. — Director's Dealing 2021

Apr 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2021-04-22

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-22	Deferred Stock Unit Award (Right to Receive)	$0.0	A	416	Acquired		Common Stock (416.0)	Direct

Footnotes

F1: 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 (i.e., quarterly in arrears). The DSUs are immediately vested.

F2: The number of shares reported has been adjusted to reflect the treatment of fractional shares in the Company's 1:20 reverse stock split which became effective on June 10, 2020.