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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-02	Common Stock	M	14750	—	Acquired	66762	Direct
2021-01-02	Common Stock	F	6720	—	Disposed	60042	Direct
2021-01-02	Common Stock	M	910	—	Acquired	60952	Direct
2021-01-02	Common Stock	F	404	—	Disposed	60548	Direct
2021-01-02	Common Stock	M	2353	—	Acquired	62901	Direct
2021-01-02	Common Stock	F	1043	—	Disposed	61858	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-02	Restricted Stock Units	$	M	14750	Disposed		Common Stock (14750.0)	Direct
2021-01-02	Performance Share Units	$	M	910	Disposed		Common Stock (910.0)	Direct
2021-01-02	Performance Share Units	$	M	2353	Disposed		Common Stock (2353.0)	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units or performance share units, as applicable. This is not an open market sale of securities.

F2: 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).

F3: 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).

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

F5: The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022.

F6: Each performance share unit represents a contingent right to receive one share of Common Stock.

F7: The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date.

F8: The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.