SEC Form 4 · accession 0001225208-15-006694
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sri Viswanath
Officer — Chief Technology Officer
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 8:02 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 | Mar 1, 2015 | M | 18,750 | $8.18 | A | 97,515 | D | |
| Class A Common Stock | Mar 1, 2015 | F | 7,047 | $8.18 | D | 90,468 | D | |
| Class A Common StockF2 | Mar 2, 2015 | S | 11,703 | $8.15 | D | 78,765 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Mar 1, 2015 | M | 18,750 | D | Mar 1, 2015 | — | Class A Common Stock | 18,750 | 193,250 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | Jul 13, 2013 | — | Class A Common Stock | 562,500 | 562,500 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | Dec 31, 2014 | — | Class A Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
- 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 March 2, 2015. The price per share for such transactions ranged from $8.09 to $8.25. 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.
- F3Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F418,750 of the restricted stock units reported on this line vested on March 1, 2015, 80,750 of the restricted stock units will vest on June 1, 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following six quarters beginning on September 1, 2015, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.
- F562,500 of the restricted stock units reported on this line vested on July 13, 2013, and the remaining restricted stock units vest quarterly in 15 equal installments, beginning on October 31, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.
- F6120,000 of the restricted stock units reported on this line vested on December 31, 2014, 17,500 of the restricted stock units will vest quarterly beginning on March 31, 2015, during calendar year 2015, 7,500 of the restricted stock units will vest quarterly beginning on March 31, 2016, during calendar year 2016, and 12,500 of the restricted stock units will vest quarterly beginning on March 31, 2017, during calendar year 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.