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Filing Details

Accession Number:: 0001181431-13-045281
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-16 16:13:52
Reporting Period:: 2013-08-14

Filing Date:: 2013-08-16
Accepted Time:: 2013-08-16 16:13:52
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
1277631	Forest Baskett	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

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	6,308	$0.00	6,308	No	4	J	Indirect	See Note 7
Class A Common Stock	Disposition	2013-08-15	6,308	$9.79	0	No	4	S	Indirect	See Note 7
Class A Common Stock	Acquisiton	2013-08-14	27,595	$0.00	27,595	No	4	J	Indirect	See Note 9
Class A Common Stock	Disposition	2013-08-15	27,595	$9.77	0	No	4	S	Indirect	See Note 9

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	Indirect	See Note 7
No	4	S	Indirect	See Note 7
No	4	J	Indirect	See Note 9
No	4	S	Indirect	See Note 9

Footnotes

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.
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.
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.
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.
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.
The Baskett Family Trust u/a dtd 10/12/10 (the "Baskett Trust") received 6,308 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 14, 2013.
The Reporting Person is the trustee of the Baskett Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Baskett Trust in which the Reporting Person has no pecuniary interest.
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.
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.
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 (10) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.79 to $9.795, 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 (11) to this Form 4.