Groupon, Inc. — Director's Dealing 2023

Apr 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2023-03-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-30	Nonqualified Stock Options (right to buy)	$6.0	A	3500000	Acquired	2026-03-30	Common Stock (3500000.0)	Direct

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: 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"). The Stock Options will vest and may be exercised prior to the first anniversary of the Grant Date, subject to a majority vote of the Issuer's stockholders approving an amendment to the Plan at the Issuer's 2023 annual meeting of stockholders (the "Plan Amendment").

F3: The Stock Options will expire 3 years from the Grant Date, and will vest 1/2 on the date that is 1 year from the Grant Date and quarterly thereafter in four substantially equal installments, beginning on the date that is 1 year and 3 months from the Grant Date, or if the requisite approval of the Plan Amendment is received, will vest quarterly in eight substantially equal installments, beginning on the date that is 3 months from the Grant Date.