Groupon, Inc. — Director's Dealing 2021

Feb 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2021-02-25

Reporting Person: Drobny Dane A (Chief Admin Officer, GC & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-25	Common Stock	A	7752	—	Acquired	69610	Direct
2021-02-25	Common Stock	F	3435	$36.97	Disposed	66175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-25	Performance Share Units	$	A	15508	Acquired		Common Stock (15508.0)	Direct

Footnotes

F1: These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon settlement. 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: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.