Schedule 13G/A

Filed by: KEYWELL BRADLEY A
Total Shares: 34,281,044
Subject Company: Groupon Inc - View Complete Ownership History Backtest
Filed as of Date: 02/18/2015
Event Date: 12/31/2014
Overall % Ownership: 5.1
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.8974 5.8974 -10.0 -45.641 -50.7692 6.4103 7 -71.5385 247

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Bradley A Keywell (the “Reporting Person”) 55,990 34,225,038 55,990 34,225,038 34,281,044 5.1%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-15-051105.txt : 20150218
0001193125-15-051105.hdr.sgml : 20150218
20150217214000
ACCESSION NUMBER:		0001193125-15-051105
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150218
DATE AS OF CHANGE:		20150217

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Groupon, Inc.
		CENTRAL INDEX KEY:			0001490281
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING AGENCIES [7311]
		IRS NUMBER:				270903295
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-86655
		FILM NUMBER:		15625961

	BUSINESS ADDRESS:	
		STREET 1:		600 WEST CHICAGO AVENUE, SUITE 830
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60610
		BUSINESS PHONE:		(312) 604-5515

	MAIL ADDRESS:	
		STREET 1:		600 WEST CHICAGO AVENUE, SUITE 830
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60610

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEYWELL BRADLEY A
		CENTRAL INDEX KEY:			0001114238
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
SC 13G/A 1 d876795dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Groupon, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

399473107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 399473107

 

  1. 

Names of reporting persons

 

Bradley A. Keywell (the “Reporting Person”)

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

5. 

Sole voting power

 

55,990 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) (1)

6.

Shared voting power

 

    34,225,038 shares of Class A Common Stock (2)(3)

7.

Sole dispositive power

 

    55,990 shares of Class A Common Stock (1)

8.

Shared dispositive power

 

    34,225,038 shares of Class A Common Stock (2)(3)

  9.

Aggregate amount beneficially owned by each reporting person

 

    34,281,028 shares of Class A Common Stock (1)(2)(3)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    5.1% (1)(2)(3)

12.

Type of reporting person (see instructions)

 

    IN

 

(1) Includes 44,532 shares of Class A Common Stock issuable pursuant to Deferred Stock Units (“DSUs”) awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A Common Stock of Groupon, Inc. (the “Issuer”) (or, in the sole discretion of the Issuer’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 the Issuer. The Reporting Person 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 immediately vested. Does not include an aggregate of 30,585 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors.
(2) Includes 33,825,030 shares of Class A Common Stock and 400,008 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Issuer held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of the Reporting Person, and the Reporting Person’s children (20%). The Reporting Person shares voting and investment control with respect to the shares held by Rugger Ventures LLC.
(3) Assumes conversion of all the Reporting Person’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis. All Class A Common Stock and Class B Common Stock will automatically convert into a single class of common stock on October 31, 2016.

 

2


Item 1.

 

  (a) Name of Issuer

Groupon, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

600 West Chicago Avenue, Suite 620

Chicago, IL 60654

 

Item 2.

 

  (a) Name of Person Filing

Bradley A. Keywell

 

  (b) Address of Principal Business Office or, if none, Residence

c/o Groupon, Inc.

600 West Chicago Avenue, Suite 620

Chicago, IL 60654

 

  (c) Citizenship

United States

 

  (d) Title of Class of Securities

Class A Common Stock, par value $.0001 per share

 

  (e) CUSIP Number

399473107

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3


Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

34,281,028 (4)(5)(6)

 

  (b) Percent of class:

5.1% (4)(5)(6)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote

55,990 (4)

 

  (ii) Shared power to vote or to direct the vote

34,225,038 (5)(6)

 

  (iii) Sole power to dispose or to direct the disposition of

55,990 (4)

 

  (iv) Shared power to dispose or to direct the disposition of

34,225,038 (5)(6)

 

(4) Includes 44,532 shares of Class A Common Stock issuable pursuant to DSUs awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A Common Stock of the Issuer (or, in the sole discretion of the Issuer’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 the Issuer. The Reporting Person 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 immediately vested. Does not include an aggregate of 30,585 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors.
(5) Includes 33,825,030 shares of Class A Common Stock and 400,008 shares of Class B Common Stock of the Issuer held by Rugger Ventures LLC, an entity owned by Ms. Keywell (80%) and the Reporting Person’s children (20%). The Reporting Person shares voting and investment control with respect to the shares held by Rugger Ventures LLC.
(6) Assumes conversion of all the Reporting Person’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis. All Class A Common Stock and Class B Common Stock will automatically convert into a single class of common stock on October 31, 2016.

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

4


Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

Not applicable.

 

5


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 17, 2015

Date

/s/    Bradley A. Keywell        

Signature

Bradley A. Keywell

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6

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