Groupon, Inc. — Director's Dealing 2022

May 24, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Drobny Dane A (Chief Admin Officer, GC & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-20	Common Stock	M	2923	—	Acquired	108074	Direct
2022-05-20	Common Stock	F	1295	$12.07	Disposed	106779	Direct
2022-05-20	Common Stock	M	8289	—	Acquired	115068	Direct
2022-05-20	Common Stock	F	3673	$12.07	Disposed	111395	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-20	Restricted Stock Units	$	M	2923	Disposed		Common Stock (2923.0)	Direct
2022-05-20	Restricted Stock Units	$	M	8289	Disposed		Common Stock (8289.0)	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

F2: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3: 2,923 restricted stock units reported on this line vested on May 20, 2022; 2,926 restricted stock units reported on this line vest on May 20, 2023, subject to Mr. Drobny's continued employment with the Company

F4: The restricted stock units reported on this line will vest 1/16 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2022 through November 20, 2023, and 1/8 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2024 through November 20, 2024, subject to Mr. Drobny's continued employment with the Company through each vesting date.