Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8)¹

Groupon, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

399473206

(CUSIP Number)

JAN BARTA

PALE FIRE CAPITAL SE

Zatecka 55/14

Josefov, 110 00 Prague 1

Czech Republic

+420 777-767-773

 

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 24, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				PALE FIRE CAPITAL SE
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CZECH REPUBLIC
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,443,352
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,443,352
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,443,352
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.8%
	14		TYPE OF REPORTING PERSON
				OO

  

	1		NAME OF REPORTING PERSON
				DUSAN SENKYPL
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CZECH REPUBLIC
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,271,846
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,443,352
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,271,846
				10		SHARED DISPOSITIVE POWER
							1,443,352
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,715,198
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				12.4%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

 

	1		NAME OF REPORTING PERSON
				JAN BARTA
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CZECH REPUBLIC
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,838,712
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,443,352
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,838,712
				10		SHARED DISPOSITIVE POWER
							1,443,352
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,282,064
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				14.3%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Pale Fire Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,443,352 Shares owned directly by Pale Fire Capital is approximately $30,233,417, excluding brokerage commissions.

The Shares purchased by Messrs. Senkypl and Barta were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,271,846 Shares owned directly by Mr. Senkypl is approximately $43,745,568, excluding brokerage commissions. The aggregate purchase price of the 2,838,712 Shares owned directly by Mr. Barta is approximately $50,086,460, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 29,960,027 Shares outstanding as of May 4, 2022, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2022.

As of the date hereof, Pale Fire Capital directly beneficially owned 1,443,352 Shares, constituting approximately 4.8% of the Shares outstanding.

As of the date hereof, Mr. Senkypl directly beneficially owned 2,271,846 Shares, constituting approximately 7.6% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 1,443,352 Shares directly owned by Pale Fire Capital, which, together with the Shares he directly beneficially owns constitutes an aggregate of 3,715,198 Shares, constituting approximately 12.4% of the Shares outstanding.

As of the date hereof, Mr. Barta directly beneficially owned 2,838,712 Shares, constituting approximately 9.5% of the Shares outstanding. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the 1,443,352 Shares directly owned by Pale Fire Capital, which, together with the Shares he directly beneficially owns constitutes an aggregate of 4,282,064 Shares, constituting approximately 14.3% of the Shares outstanding.

An aggregate of 6,553,910 Shares, constituting approximately 21.9% of the Shares outstanding, are reported in this Amendment No. 8 to the Schedule 13D.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 6,553,910 Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 25, 2022	Pale Fire Capital SE
	By:	/s/ Dusan Senkypl
		Name:	Dusan Senkypl
		Title:	Chairman of the Board
	/s/ Dusan Senkypl
	Dusan Senkypl
	/s/ Jan Barta
	Jan Barta

SCHEDULE B

Transactions in Securities of the Issuer Since the Filing of Amendment No. 7 to the Schedule 13D

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Security($)

Date of Purchase/Sale

 

DUSAN SENKYPL

Purchase of Common Stock

11,846

12.5226

05/25/2022

 

JAN BARTA

Purchase of Common Stock	15,938	12.0590	05/23/2022
Purchase of Common Stock	61,233	12.1130	05/23/2022
Purchase of Common Stock	52,517	11.6750	05/23/2022
Purchase of Common Stock	30,885	11.2910	05/24/2022
Purchase of Common Stock	88,773	11.3600	05/24/2022
Purchase of Common Stock	197,602	11.3760	05/24/2022