Filing Details

Groupon, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

399473206

(CUSIP Number)

June 5, 2023

(Date of Event Which Requires Filing of this Statement)

1	NAMES OF REPORTING PERSONS
	Islet Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,781,000 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,781,000 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,781,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

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(1) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds over which Islet Management, LP exercises investment discretion

1	NAMES OF REPORTING PERSONS
	Joseph Samuels
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,781,000 (2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,781,000 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,781,000 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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(2) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds over which Joseph Samuels, through his positions as Chief Executive Officer and Chief Investment Officer of Islet Management, LP, exercises investment discretion.

 Groupon, Inc., a Delaware corporation (the "Issuer").

 600 W Chicago Ave., Suite 400

Chicago, IL 60654

This Schedule 13G filing relates to shares of Common Stock, $0.0001 par value per share (the "Common Stock"), of the Issuer.

This Schedule 13G is being filed on behalf of the following persons/entities (collectively, the "Reporting Persons"):

590 Madison Avenue, 27th Floor

New York, NY 10022

Islet is organized under the laws of the State of Delaware.

Joseph Samuels is a United States citizen.

Common Stock, par value $0.0001 per share

Not applicable.

(a) Amount beneficially owned:

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

Islet acts as investment manager to, and exercises investment discretion with respect to funds that hold the securities of the Issuer described herein (the “Accounts”). Mr. Samuels is the Chief Executive Officer and Chief Investment Officer of Islet. As investment manager to the Accounts, Islet, pursuant to an investment management agreement, has discretionary investment authority and voting power with respect to the Common Stock beneficially owned by the Accounts. Thus, it could be deemed to have the power to vote and dispose or direct the disposition of such Common Stock or the right to acquire such power upon exercise of the call options held by the Accounts.

As the Chief Executive Officer and Chief Investment Officer of Islet, Mr. Samuels has the ability to exercise investment discretion over the Accounts. Thus, he could be deemed to share the power to vote and dispose or direct the disposition of the Common Stock beneficially owned by the Accounts.

As of the date hereof, the Accounts directly held 250,000 shares of Common Stock and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, representing 5.8% of the shares of Common Stock outstanding.

This Schedule 13G is jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit A.

Calculations of the percentage of shares of Common Stock beneficially owned are based on 30,791,587 shares of Common Stock outstanding as of May 5, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 10, 2023.

(b) Percent of class:

See Item 4(a) above

See Item 5 of each cover page hereof.

See Item 6 of each cover page hereof.

See Item 7 of each cover page hereof.

See Item 8 of each cover page hereof.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].

Not applicable.

 Not applicable.

 Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

          

EXHIBITS

 

Dated: June 14, 2023
	ISLET MASTER FUND, L.P.
	By:	Islet GP, LLC, its general partner
	By:	/s/ Joseph Samuels

	Name:	Joseph Samuels
	Title:	Managing Member
	ISLET MANAGEMENT, LP
	By:	/s/ Rebecca Waldman
	Name:	Rebecca Waldman
	Title:	General Counsel
	JOSEPH SAMUELS
	/s/ Joseph Samuels