Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-14-020036
Date:2014-09-15
Issuer: GROUPON, INC. (GRPN)
Original Submission Date:

Reporting Person:

LEONSIS THEODORE
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE CHICAGO, IL 60654

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2014-09-15 X 19,750 a $0.05 830,046 direct
CLASS A COMMON STOCK 2014-09-15 S 19,750 d $7.03 810,296 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 0.0467 2014-09-15 deemed execution date X 19,750 (d) 2019-06-11 class a common stock 19,750 $0.05 722,250 direct
DEFERRED STOCK UNIT AWARD (RIGHT TO RECEIVE) 0.0 2014-09-15 deemed execution date 0 ( ) class a common stock 30,050 $0.00 30,050 direct
Footnotes
IDfootnote
f1 reflects the exercise of options in connection with the sale of class a common stock pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
f2 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 september 15, 2014. the price per share for such transactions ranged from $6.91 to $7.21. 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.
f3 the options reported on this line vested in three equal installments on june 11, 2009, june 11, 2010 and june 11, 2011.
f4 mr. leonsis 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 groupon's 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. leonsis has elected to receive dsus in lieu of the annual retainer fees payable for services on the issuer's board of directorsand 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.
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