SEC Form 4 · accession 0001209191-16-136801
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Barris
Director
Period of report
Aug 11, 2016
Accepted (ET)
Aug 12, 2016 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 11, 2016 | J | 12,984,956 | $0.00 | D | 20,000,000 | I | See Note 2 |
| Class A Common StockF4 | Aug 11, 2016 | J | 3,986,381 | $0.00 | A | 3,986,381 | I | See Note 4 |
| Class A Common StockF4 | Aug 11, 2016 | J | 3,986,381 | $0.00 | D | 0 | I | See Note 4 |
| Class A Common StockF7 | Aug 11, 2016 | J | 174,770 | $0.00 | A | 341,990 | I | See Note 7 |
| Class A Common StockF9 | Aug 11, 2016 | J | 53,596 | $0.00 | A | 104,879 | I | See Note 9 |
| Class A Common StockF11 | Aug 11, 2016 | J | 730,349 | $0.00 | A | 730,349 | I | See Note 11 |
| Class A Common Stock | holding | — | — | — | 116,923 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF12 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 76,854 | 76,854 | D |
Explanation of responses
- F1New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 12,984,956 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 11, 2016.
- F10New Enterprise Associates, LLC ("NEA LLC") received 730,349 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.
- F11The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
- F12The Reporting Person received exempt awards of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (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 DSUs are vested.
- F2The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.
- F3NEA Partners 12 received 3,986,381 shares of Class A Common Stock of the Issuer in the distribution by NEA 12 on August 11, 2016.
- F4The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.
- F5NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 3,986,381 shares of Class A Common Stock of the Issuer to its limited partners on August 11, 2016.
- F6PJ Barris, LLC received 174,770 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.
- F7The Reporting Person is a member of PJ Barris, LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by PJ Barris, LLC in which the Reporting Person has no pecuniary interest.
- F8PDB LLC received 53,596 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 12 on August 11, 2016.
- F9The Reporting Person is the investment advisor of PDB LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by PDB LLC in which the Reporting Person has no pecuniary interest.