Groupon, Inc. — Director's Dealing 2023

Aug 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2023-08-21

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
2023-08-21	Common Stock	M	437500	$6	Acquired	449112	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-21	Nonqualified Stock Options (right to buy)	$6	M	437500	Disposed	2026-03-30	Common Stock (437500)	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: 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.

F3: 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.

F4: In connection with Mr. Senkypl's appointment as Interim Chief Executive Officer, on March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase Shares at a per Share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). At the Issuer's 2023 annual meeting of stockholders, a majority vote of the Issuer's stockholders approved an amendment to the Plan (the "Plan Amendment"), pursuant to which the Stock Options will vest and may be exercised prior to the first anniversary of the Grant Date.

F5: 1/8 of the Stock Options vested on June 30, 2023 and the remainder will vest in substantially equal quarterly installments over the next 7 quarters. The Stock Options will expire 3 years from the Grant Date.