Groupon, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2020-12-30

Reporting Person: A-G Holdings, L.P. (Director, See Remarks)
Reporting Person: Atairos Partners GP, Inc. (See Remarks)
Reporting Person: Atairos Partners, L.P. (See Remarks)
Reporting Person: Atairos Group, Inc. (See Remarks)
Reporting Person: A-G Holdings GP, LLC (See Remarks)
Reporting Person: Angelakis Michael J (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-30	Common Stock	A	1770	—	Acquired	10638	Indirect
2020-12-30	Common Stock	A	4859	—	Acquired	15497	Indirect

Footnotes

F1: The number of shares of reported in this Form 4 has been adjusted to reflect the reverse stock split of the Issuer's Common Stock at a ratio of 1:20, which became effective on June 10, 2020.

F2: Represents compensation for Mr. Angelakis' service as a director of the Issuer during 2020 in the form of fully vested restricted stock units.

F3: In April 2020, the Board of Directors of the Issuer determined to defer the payment of 2020 director compensation under the Issuer's director compensation plan until the end of the year and forgo cash compensation and receive equity compensation in lieu thereof with respect to the remainder of 2020.

F4: Represents compensation for Mr. Angelakis' service as a director of the Issuer during 2020 in the form of restricted stock units that will vest 100% on June 9, 2021, subject to Mr. Angelakis' continued service as a director of the Issuer through the vesting date.

F5: This Form 4 is being filed by more than one Reporting Person. The reported shares underlie restricted stock units granted to Michael J. Angelakis in his capacity as a director of the Issuer. Mr. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P., which is the sole voting shareholder of Atairos Group, Inc. Atairos Group, Inc. is the sole limited partner of A-G Holdings, L.P. and sole member and manager of A-G Holdings GP, LLC, which is the general partner of A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.