The address of the principal business office of NEA 12, NEA Partners 12 and NEA 12 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barrett, Barris, Drant and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
As of December 31, 2013, Barrett is the record owner of 5,918 shares of Common Stock (the “Barrett Shares”) and the Barrett 2006 Family Trust (the “Barrett Trust”) is the record owner of 5,918 shares of Common Stock (the “Barrett Trust Shares”). As an affiliate of the Barrett Trust, Barrett may be deemed to own beneficially the Barrett Trust Shares in addition to the Barrett Shares and the Shares.
As of December 31, 2013, Barris is the record owner of 37,104 Deferred Stock Units of the Issuer (the “Barris Deferred Shares”), which represent the right to receive an equal number shares of Common Stock upon the termination of Barris’s service as a Director of the Issuer. Barris is also the record owner of 24,455 shares of Common Stock.
As of December 31, 2013, Drant is the record owner of 10,652 shares of Common Stock (the “Drant Shares”) and the Ryan Drant 2006 Family Trust (the “Drant Trust”) is the record owner of 1,184 shares of Common Stock (the “Drant Trust Shares”). As an affiliate of the Drant Trust, Drant may be deemed to own beneficially the Drant Trust Shares in addition to the Drant Shares and the Shares.
As of December 31, 2013, Kerins is the record owner of 7,944 shares of Common Stock in addition to the Shares (the “Kerins Shares”). Accordingly, Kerins may be deemed to own beneficially the Kerins Shares in addition to the Shares.
As of December 31, 2013, the Ishaan S. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 is the record owner of 400 shares of Common Stock (the “Ishaan Kolluri Shares”) and the Raina V. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 is the record owner of 400 shares of Common Stock (the “Raina Kolluri Shares”). As co-trustee of both trusts, Kolluri may be deemed to own beneficially the Ishaan Kolluri Shares and the Raina Kolluri Shares in addition to the Shares.
Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
Material to be Filed as Exhibits.
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Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
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Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 12, 2014
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*/s/ Louis S. Citron
As attorney-in-fact
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This Amendment No. 2 to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP No. 399473107
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13G
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Page 17 of 20
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Groupon, Inc.
EXECUTED this 12th day of February, 2014
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
By:
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NEA PARTNERS 12, LIMITED PARTNERSHIP
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General Partner
By: *
Peter J. Barris
Manager
NEA PARTNERS 12, LIMITED PARTNERSHIP
General Partner
Manager
NEA 12 GP, LLC
By: *
Peter J. Barris
Manager
CUSIP No. 399473107
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13G
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Page 18 of 20
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*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
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This Agreement relating to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP No. 399473107
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13G
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Page 19 of 20
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP No. 399473107
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13G
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Page 20 of 20
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/s/ Suzanne King
Suzanne King
/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller