Groupon, Inc. — Director's Dealing 2022

Jan 27, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-01-24

Reporting Person: Deshpande Kedar (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-24	Restricted Stock Units	$	A	363585	Acquired		Common Stock (363585.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2: This Form 4 reports an award of 363,585 restricted stock units, which is the second of two restricted stock unit awards to the Reporting Person. The first award granted on December 10, 2021 was for 375,000 restricted stock units, which has been separately reported. These awards totaling 738,585 restricted stock units were granted in two installments because of a calendar year limit imposed by the Groupon, Inc. 2011 Incentive Plan, as amended. Both awards have the same vesting terms set forth in Footnote 3 below.

F3: The restricted stock units reported on this line will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.