|Issuer:||GROUPON, INC. (GRPN)|
|Original Submission Date:|
C/O GROUPON, INC.
600 W. CHICAGO AVE., SUITE 400 CHICAGO, IL 60654
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|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 Exercisable||Expiration 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|
|DEFERRED STOCK UNIT AWARD (RIGHT TO RECEIVE)||0.0||2021-04-22||deemed execution date||A||444 (a)||common stock 444||$0.00||1,090||direct|
|f1||ms. wahl 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 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. ms. wahl 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. the dsus are immediately vested.|