Form Type: 4

SEC EDGAR Link
Accession Number:0001490281-19-000088
Date:2019-09-05
Issuer: GROUPON, INC. (GRPN)
Original Submission Date:

Reporting Person:

THOMAS MELISSA
C/O GROUPON, INC.
600 W. CHICAGO AVE., STE 400 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
COMMON STOCK 2019-09-05 M 6,701 a $0.00 63,133 direct
COMMON STOCK 2019-09-05 F 2,969 d $2.58 60,164 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
RESTRICTED STOCK UNITS 0.0 2019-09-05 deemed execution date M 6,701 (d) 2019-03-05 common stock 6,701 $0.00 26,804 direct
RESTRICTED STOCK UNITS 0.0 2019-09-09 deemed execution date A 389,105 (a) 2020-08-23 common stock 389,105 $0.00 389,105 direct
Footnotes
IDfootnote
f1 shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. this is not an open market sale of securities.
f2 each restricted stock unit represents a contingent right to receive one share of common stock.
f3 the restricted stock units reported on this line vested 1/4 on march 5, 2019 and will vest 1/8 quarterly on the 5th day of the last month of each calendar quarter from june 5, 2019 through march 5, 2020, and 1/16 quarterly on the 5th day of the last month of each calendar quarter from june 5, 2020 through march 5, 2021, subject to ms. thomas' continued employment with the company through each vesting date.
f4 the restricted stock units reported on this line will vest in four equal annual installments beginning on august 23, 2020, in each case subject to ms. thomas' continued employment with the company on the vesting date.
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