SEC Form 4 · accession 0001225208-15-004346
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Theodore Leonsis
Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 8:07 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 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock Unit Award (Right to Receive)F1 | $0.00 | Feb 12, 2015 | A | 2,514 | A | — | — | Class A Common Stock | 2,514 | 36,603 | D |
| Stock Option (Right to Buy)F2 | $0.0467 | holding | — | — | — | — | Jun 11, 2019 | Class A Common Stock | 643,250 | 643,250 | D |
Explanation of responses
- F1Mr. 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.
- F2The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011.