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: LEFKOFSKY ERIC P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-30	Common Stock	A	4859	—	Acquired	85756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-30	Deferred Stock Unit Award (Right to Receive)	$0.0	A	1562	Acquired		Common Stock (1562.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1250000	Indirect
Common Stock	2694249	Indirect

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: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2020 GRAT.

F3: The total number of shares reflects an annuity distribution by the Lefkofsky Family 2019 GRAT to Green Media LLC.

F4: The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.

F5: Represents compensation for service as a director during 2020 in the form of restricted stock units that will vest on June 9, 2021, subject to Mr. Lefkofsky's continued service as a director of the issuer through the vesting date.

F6: 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.

F7: Mr. Lefkofsky has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's Common Stock (or, in the sole discretion of the 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 termination of service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.