SEC Form 4 · accession 0001225208-15-008464
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Child
Officer — Chief Financial Officer
Period of report
Mar 20, 2015
Accepted (ET)
Mar 24, 2015 · 8:01 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 Stock | Mar 20, 2015 | M | 65,000 | $7.60 | A | 657,152 | D | |
| Class A Common Stock | Mar 20, 2015 | F | 20,718 | $7.60 | D | 636,434 | 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 UnitsF2,F3 | — | Mar 20, 2015 | M | 65,000 | D | Dec 20, 2011 | — | Class A Common Stock | 65,000 | 195,000 | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | Mar 1, 2015 | — | Class A Common Stock | 223,250 | 223,250 | D |
| Restricted Stock UnitsF2,F5 | — | holding | — | — | — | Dec 15, 2013 | — | Class A Common Stock | 341,250 | 341,250 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | Dec 31, 2014 | — | Class A Common Stock | 350,000 | 350,000 | 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F3260,000 restricted stock units vested on December 20, 2011. The remainder of Mr. Child's restricted stock units will vest in 16 equal installments at the end of each subsequent three month period, beginning on March 20, 2012, subject to his continued employment with the Company through each vesting date.
- F418,750 of the restricted stock units reported on this line vested on March 1, 2015, 110,750 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. Child's continued employment with the Company through each vesting date.
- F5Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 15, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on March 15, 2014, subject to Mr. Child's continued employment with the Company through each vesting date.
- F650,000 of the restricted stock units reported on this line vested on December 31, 2014, 12,500 of the restricted stock units will vest each quarter, beginning on March 31, 2015, during calendar year 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following eight quarters, beginning on March 31, 2016, in each case subject to Mr. Child's continued employment with the Company through each vesting date.