SEC Form 4 · accession 0001225208-15-008465
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Stevens
Officer — Chief Accounting 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 StockF1 | Mar 20, 2015 | S | 9,406 | $7.63 | D | 36,533 | 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 | — | holding | — | — | — | Jun 1, 2015 | — | Class A Common Stock | 12,000 | 12,000 | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | Sep 10, 2013 | — | Class A Common Stock | 105,387 | 105,387 | D |
| Restricted Stock UnitsF2,F5 | — | holding | — | — | — | Dec 31, 2016 | — | Class A Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1The 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 20, 2015. The price per share for such transactions ranged from $7.60 to $7.65. 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F3One hundred percent (100%) of the restricted stock units reported on this line will vest on June 1, 2015, subject to Mr. Stevens' continued employment with the Company through each vesting date.
- F4Twenty-five percent (25%) of the restricted stock units reported on this line will vest on September 10, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on December 10, 2013, subject to Mr. Stevens' continued employment with the Company through each vesting date.
- F5The restricted stock units reported on this line will vest quarterly in 5 equal installments, beginning on December 31, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date.