Groupon, Inc. — Director's Dealing 2022

Jul 26, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-07-21

Reporting Person: Senkypl Dusan (Director, 10% Owner, See Footnote 1)
Reporting Person: Pale Fire Capital SE (10% Owner, See remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-21	Deferred Stock Unit Award (Right to Receive)	$0.0	A	1594	Acquired		Common Stock (1594.0)	Direct

Footnotes

F1: This Form 4 is filed jointly by Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Mr. Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Senkypl is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Mr. Senkypl 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 Common Stock (or, in the sole discretion of the Issuer'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. Senkypl has elected to receive DSUs in lieu of 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.