Groupon, Inc. — Director's Dealing 2022

May 28, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-25	Common Stock, par value $0.0001 per share	S	2000	$13.88	Disposed	2995720	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-25	Call Option (Obligation to sell)	$18	S	4378	Disposed	2022-07-15	Common Stock (437800)	Indirect

Footnotes

F1: The securities reported herein 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: Represents the premium per option contract.