Groupon, Inc. — Director's Dealing 2021

Jan 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Wahl Deborah (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-30	Common Stock	A	4859	—	Acquired	9843	Direct
2020-12-30	Common Stock	A	1666	—	Acquired	11509	Direct

Footnotes

F1: The number of shares reported has been adjusted to reflect the reverse stock split of the company's common stock at a ratio of 1:20 which became effective on June 10, 2020.

F2: Represents a grant of restricted stock units on December 30, 2020. Pursuant to a deferral election made under the terms of the Groupon, Inc. Non-Employee Director Compensation Plan, 100% of the RSUs will be converted into an exempt award of Deferred Stock Units ("DSUs") on a 1-for-1 basis upon vesting on June 9, 2021, subject to Ms. Wahl's continuous service as a director through the vesting date. DSUs represent a right to receive shares of Groupon common stock (or, in the sole discretion of Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon separation from service as a director of Groupon.

F3: In April 2020, the Groupon board of directors determined to defer the payment of 2020 director compensation under the 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 service as a director during 2020 in the form of fully vested restricted stock units.