Filing Details

Accession Number:
0001181431-13-045280
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-08-16 16:13:32
Reporting Period:
2013-08-14
Filing Date:
2013-08-16
Accepted Time:
2013-08-16 16:13:32
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
1302106 D Ryan Drant 1954 Greenspring Drive
Suite 600
Timonium MD 21093
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2013-08-14 13,000,000 $0.00 74,184,956 No 4 J Indirect See Note 2
Class A Common Stock Acquisiton 2013-08-14 130,000 $0.00 130,000 No 4 J Indirect See Note 4
Class A Common Stock Disposition 2013-08-14 130,000 $0.00 0 No 4 J Indirect See Note 4
Class A Common Stock Acquisiton 2013-08-14 6,923 $0.00 6,923 No 4 J Direct
Class A Common Stock Acquisiton 2013-08-14 27,595 $0.00 27,595 No 4 J Indirect See Note 8
Class A Common Stock Disposition 2013-08-15 27,595 $9.77 0 No 4 S Indirect See Note 8
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See Note 2
No 4 J Indirect See Note 4
No 4 J Indirect See Note 4
No 4 J Direct
No 4 J Indirect See Note 8
No 4 S Indirect See Note 8
Footnotes
  1. New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 13,000,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 14, 2013.
  2. The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.
  3. NEA Partners 12 received 130,000 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on August 14, 2013.
  4. The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.
  5. NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 130,000 shares of Class A Common Stock of the Issuer to its limited partners on August 14, 2013.
  6. The Reporting Person received 6,923 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.
  7. New Enterprise Associates, LLC ("NEA LLC") received 27,595 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.
  8. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
  9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $9.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9) to this Form 4.