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Filing Details

Accession Number:: 0001490281-19-000052
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-07 17:52:40
Reporting Period:: 2019-06-05

Accepted Time:: 2019-06-07 17:52:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1490281	Groupon Inc.	GRPN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1114357	P Eric Lefkofsky	C/O Groupon, Inc. 600 West Chicago Avenue Chicago IL 60654		Yes	No	Yes	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
Common Stock	Disposition	2019-06-05	1,500,000	$3.59	26,734,594	No	4	S	Indirect	By Green Media LLC
Common Stock	Disposition	2019-06-06	1,500,000	$3.40	25,234,594	No	4	S	Indirect	By Green Media LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Green Media LLC
No	4	S	Indirect	By Green Media LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,570,269	Direct
Common Stock	10,150,400	Indirect	By Lefkofsky Family 2016 GRAT
Common Stock	40,000,000	Indirect	By Lefkofsky Family 2018 GRAT

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Deferred Stock Unit Award (Right to Receive)	$0.00			69,879	69,879	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	69,879	69,879	Direct

Footnotes

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 5, 2019. The price per share for such transactions ranged from $3.54 to $3.73. 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 Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
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 6, 2019. The price per share for such transactions ranged from $3.35 to $3.53. 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 amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.
The shares of Common Stock reported on this line are held by the Lefkofsky Family 2016 GRAT.
The shares of Common Stock reported on this line are held by the Lefkofsky Family 2018 GRAT.
Mr. Lefkofsky 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.