Form Type: 4

SEC EDGAR Link
Accession Number:0000950103-21-007271
Date:2021-05-14
Issuer: GROUPON, INC. (GRPN)
Original Submission Date:

Reporting Person:

A-G HOLDINGS, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

Reporting Person:

ATAIROS PARTNERS GP, INC.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

Reporting Person:

ATAIROS PARTNERS, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

Reporting Person:

ATAIROS GROUP, INC.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

Reporting Person:

A-G HOLDINGS GP, LLC
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

Reporting Person:

ANGELAKIS MICHAEL J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD BRYN MAWR, PA 19010

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
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
3.25% SENIOR CONVERTIBLE NOTES DUE 2022 0.0 2021-05-14 deemed execution date D 2,314,815 (d) class a common stock 2,314,815 $0.00 0 indirect see footnote
Footnotes
IDfootnote
f1 reflects the repurchase (the "repurchase") by the issuer of the issuer's 3.25% senior convertible notes due 2022 (the "notes") on may 14, 2021 (the "closing date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the notes through the closing date.
f2 the aggregate principal amount of the notes was $250,000,000. prior to the repurchase, the notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding april 1, 2022, subject to earlier conversion or redemption in accordance with their terms. upon conversion of the notes, the issuer would have been required to deliver, at the issuer's election, cash, shares of class a common stock of the issuer, par value $0.0001 per share ("common stock") or a combination of cash and shares of common stock.
f3 this number represents the number of shares of common stock issuable upon conversion of the notes if the issuer had elected to settle its conversion obligation solely through shares of common stock by delivering a number of shares of common stock at the conversion rate of 9.25926 shares of common stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of common stock). prior to the repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of april 4, 2016, by and between the issuer and u.s. bank, national association, as trustee.
f4 this form 4 is being filed by more than one reporting person. a-g holdings gp, llc is the general partner of a-g holdings, l.p. atairos group, inc. is the sole member and manager of a-g holdings gp, llc and sole limited partner of a-g holdings, l.p. atairos partners l.p. is the sole voting shareholder of atairos group, inc. atairos partners gp, inc. is the general partner of atairos partners, l.p. michael j. angelakis directly or indirectly controls a majority of the voting power of atairos partners gp, inc. and serves on the board of directors of the issuer. each of a-g holdings gp, llc, atairos group, inc., atairos partners, l.p., atairos partners gp, inc. and mr. angelakis may be deemed to have beneficial ownership of the reported securities directly owned by a-g holdings, l.p. each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

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