Groupon, Inc. — Director's Dealing 2023

Sep 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2023-08-30

Reporting Person: Senkypl Dusan (Director, Interim CEO, 10% Owner, See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-30	Common Stock	F	3851	$4.73	Disposed	445261	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect
Common Stock	6716966	Indirect

Footnotes

F1: Mr. Senkypl may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock, par value $0.0001 per share (the "Shares"). Mr. Senkypl is also a director and interim Chief Executive Officer of the Issuer.

F2: Shares forfeited to satisfy the mandatory tax withholding requirement upon vesting of restricted shares. This is not an open market sale of securities. As previously disclosed in the Form 4 filed on June 17, 2022, the restricted stock unit grant was scheduled to vest on June 15, 2023, but was delayed until August 30, 2023 due to administrative issues.

F3: Represents securities directly owned by Pale Fire Capital SE ("Pale Fire Capital"). Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

F4: Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, which is the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV.