Groupon, Inc. — Director's Dealing 2022

Jan 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2022-01-02

Reporting Person: Schmitz Damien (Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-02	Common Stock	M	206	—	Acquired	10833	Direct
2022-01-02	Common Stock	F	72	—	Disposed	10761	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-02	Performance Share Units	$	M	206	Disposed		Common Stock (206.0)	Direct

Footnotes

F1: These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2019.

F2: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units. This is not an open market sale of securities.

F3: Each performance share unit represents a contingent right to receive one share of Common Stock.

F4: The performance share units reported on this line were granted on April 17, 2019 and credited following certification of performance metrics applicable to the performance period ended December 31, 2019. 206 shares vested on January 2, 2022