SEC Form 4 · accession 0001225208-15-001572
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Theodore Leonsis
Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 16, 2015 · 8:12 pm EST
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 Stock | Jan 15, 2015 | X | 19,750 | $0.0467 | A | 830,046 | D | |
| Class A Common StockF2 | Jan 15, 2015 | S | 19,750 | $7.27 | D | 810,296 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $0.0467 | Jan 15, 2015 | X | 19,750 | D | — | Jun 11, 2019 | Class A Common Stock | 19,750 | 643,250 | D |
| Deferred Stock Unit Award (Right to Receive)F4 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 34,089 | 34,089 | D |
Explanation of responses
- F1Reflects the exercise of options in connection with the sale of Class A Common Stock pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on January 15, 2015. The price per share for such transactions ranged from $7.12 to $7.53. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
- F3The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.
- F4Mr. Leonsis 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 Groupon's common stock (or, in the sole discretion of 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. Mr. Leonsis has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directorsand any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.