Groupon, Inc. — Director's Dealing 2022

May 28, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-05-20

Reporting Person: RPD Fund Management LLC (10% Owner)
Reporting Person: RPD Opportunity Fund LP (10% Owner)
Reporting Person: OKUMUS AHMET H (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.0001 per share	2997720	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option (Obligation to sell)	$18	2022-06-10	Common Stock (150000)		Indirect
Call Option (Obligation to sell)	$18	2022-06-17	Common Stock (769800)		Indirect
Call Option (Obligation to sell)	$18	2022-06-24	Common Stock (65000)		Indirect
Call Option (Obligation to sell)	$17	2022-07-15	Common Stock (30000)		Indirect
Call Option (Obligation to sell)	$18	2022-07-15	Common Stock (1717900)		Indirect
Call Option (Obligation to sell)	$18.5	2022-07-01	Common Stock (300000)		Indirect
Call Option (Obligation to sell)	$19	2022-07-15	Common Stock (235000)		Indirect

Footnotes

F1: The securities are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein.

F2: The call options may be exercised at any time prior to the expiration date.