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Groupon, Inc. Director's Dealing 2022

Feb 5, 2022

32275_dirs_2022-02-04_76f1ac3e-a7dc-40e7-a037-6b02bec6e20f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-02-02

Reporting Person: LEFKOFSKY ERIC P (Director, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2022-02-02 Deferred Stock Unit Award (Right to Receive) $0.0 A 792 Acquired Common Stock (792.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 960350 Indirect
Common Stock 2983899 Indirect
Common Stock 89795 Direct

Footnotes

F1: The total number of shares reflects an annuity distribution by the Lefkofsky Family 2020 GRAT to Green Media LLC.

F2: The shares of Common Stock reported on this line are held by the Lefkofsky Family 2020 GRAT.

F3: 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.

F4: The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.

F5: 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 (i.e., quarterly in arrears). The DSUs are immediately vested.