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Filing Details

Accession Number:: 0001225208-13-014459
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-06-17 17:42:08
Reporting Period:: 2013-06-13

Filing Date:: 2013-06-17
Accepted Time:: 2013-06-17 17:42:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1490281	Groupon Inc.	GRPN	Services-Advertising Agencies (7311)	270903295

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1114238	A Bradley Keywell	C/O Groupon, Inc. 600 West Chicago Avenue Chicago IL 60654		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-06-13	15,306	$0.00	15,306	No	4	A	Direct
Class A Common Stock	Acquisiton	2013-06-13	9,149	$0.00	24,455	No	4	A	Direct
Class A Common Stock	Disposition	2013-06-14	250,000	$7.75	40,575,030	No	4	S	Indirect	by Rugger Ventures LLC
Class A Common Stock	Disposition	2013-06-17	250,000	$7.69	40,325,030	No	4	S	Indirect	by Rugger Ventures LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Direct
No	4	S	Indirect	by Rugger Ventures LLC
No	4	S	Indirect	by Rugger Ventures LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Deferred Stock Unit Award (Right to Receive)	Acquisiton	2013-06-13	3,827	$0.00	3,827	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,041			No	4	A	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	2011-11-03	2016-10-31	400,008	400,008	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2016-10-31	400,008	400,008	Indirect

Footnotes

25% of the restricted stock units granted on June 13, 2013 will vest on June 13, 2014, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on September 13, 2014, subject to Mr. Keywell's continued service as a director of the Issuer through each vesting date.
This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units granted to Mr. Keywell on June 19, 2012, which were previously timely reported in Table II.
25% of the restricted stock units granted on June 19, 2012 will vest on June 19, 2013, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on September 19, 2013, subject to Mr. Keywell's continued service as a director of the Issuer through each vesting date.
The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on June 14, 2013. The price per share for such transactions ranged from $7.36 to $8.02. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
The shares of Class A Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).
The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on June 17, 2013. The price per share for such transactions ranged from $7.56 to $7.80. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
Mr. Keywell has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A common stock (or, in the sole discretion of Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Keywell has elected to receive DSUs in lieu of the annual retainer fees payable for services on Groupon's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.
In addition to the disclosure in footnote (2) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Keywell, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.
The shares of Class B Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).