Groupon, Inc. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2021-04-01

Reporting Person: Cooper Aaron Z. (Interim CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	M	90000	—	Acquired	132911	Direct
2021-04-01	Common Stock	F	39870	—	Disposed	93041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Restricted Stock Units	$	M	90000	Disposed		Common Stock (90000.0)	Direct
2021-04-01	Restricted Stock Units	$	A	58215	Acquired		Common Stock (58215.0)	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: 90,000 of the RSUs reported on this line will vest on April 1, 2021, 90,000 RSUs will vest on April 1, 2022 and 20,000 RSUs will vest on December 31, 2022.

F4: The restricted stock units reported on this line will vest 50% on January 2, 2022 and the remainder will vest in four equal quarterly installments beginning on April 2, 2022, subject, in each case, to Mr. Cooper's continued employment with the Company through each vesting date.