Groupon, Inc. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2023-01-02

Reporting Person: Drobny Dane A (Chief Admin Officer, GC & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-02	Common Stock	M	6099	—	Acquired	136991	Direct
2023-01-02	Common Stock	F	3026	$8.58	Disposed	133965	Direct
2023-01-02	Common Stock	M	4066	—	Acquired	138031	Direct
2023-01-02	Common Stock	F	2017	$8.58	Disposed	136014	Direct
2023-01-02	Common Stock	M	2354	—	Acquired	138368	Direct
2023-01-02	Common Stock	F	1168	$8.58	Disposed	137200	Direct
2023-01-02	Common Stock	M	7755	—	Acquired	144955	Direct
2023-01-02	Common Stock	F	3748	$8.58	Disposed	141207	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-02	Restricted Stock Units	$	M	6099	Disposed		Common Stock (6099.0)	Direct
2023-01-02	Restricted Stock Units	$	M	4066	Disposed		Common Stock (4066.0)	Direct
2023-01-02	Performance Share Units	$	M	2354	Disposed		Common Stock (2354.0)	Direct
2023-01-02	Performance Share Units	$	M	7755	Disposed		Common Stock (7755.0)	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units or performance share units, as applicable. This is not an open market sale of securities.

F2: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

F3: 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, 2020.

F4: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F5: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

F6: Each performance share unit represents a contingent right to receive one share of Common Stock.

F7: The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.

F8: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.