Groupon, Inc. — Director's Dealing 2024

Jun 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2024-06-12

Reporting Person: Ponrt Jiri (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-12	Performance Share Units	$	A	522731	Acquired	2027-05-01	Common Stock (522731)	Direct

Footnotes

F1: Each performance share unit represents a contingent right to receive one share of Common Stock.

F2: This grant was approved by the compensation committee of the board of directors of the Issuer on April 29, 2024, subject to stockholder approval of an amendment of the 2011 Incentive Plan of the Issuer under which the performance shares were granted. The stockholders of the Issuer approved the 2011 Incentive Plan amendment on June 12, 2024. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles ($14.86, $20.14, $31.01, and $68.82) over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.