Groupon, Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2021-01-02

Reporting Person: Cooper Aaron Z. (Interim CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-02	Common Stock	M	2721	—	Acquired	17198	Direct
2021-01-02	Common Stock	F	1343	—	Disposed	15855	Direct
2021-01-02	Common Stock	M	1150	—	Acquired	17005	Direct
2021-01-02	Common Stock	F	571	—	Disposed	16434	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-02	Performance Share Units	$	M	2721	Disposed		Common Stock (2721.0)	Direct
2021-01-02	Performance Share Units	$	M	1150	Disposed		Common Stock (1150.0)	Direct

Footnotes

F1: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, 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, as applicable. This is not an open market sale of securities.

F3: 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).

F4: Each performance share unit represents a contingent right to receive one share of Common Stock.

F5: 8,163 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2019. These PSUs will vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Cooper's continuous employment as of the vesting date.

F6: 1,725 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2018. 1,150 of these PSUs vested on January 2, 2021 and 575 PSUs will vest on January 2, 2022, subject to Mr. Cooper's continuous employment as of the vesting date.