SEC Form 4 · accession 0001225208-15-011955
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rich Williams
Officer — President, North America
Period of report
May 8, 2015
Accepted (ET)
May 12, 2015 · 6:07 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 | May 8, 2015 | M | 3,646 | $6.63 | A | 640,309 | D | |
| Class A Common Stock | May 8, 2015 | F | 1,134 | $6.63 | D | 639,175 | 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 | — | May 8, 2015 | M | 3,646 | D | Jun 8, 2012 | — | Class A Common Stock | 3,646 | 3,646 | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | Mar 1, 2015 | — | Class A Common Stock | 266,250 | 266,250 | D |
| Restricted Stock UnitsF2,F5 | — | holding | — | — | — | Jun 14, 2013 | — | Class A Common Stock | 24,000 | 24,000 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | Jul 26, 2012 | — | Class A Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF2,F7 | — | holding | — | — | — | Dec 15, 2013 | — | Class A Common Stock | 350,000 | 350,000 | D |
| Restricted Stock UnitsF2,F8 | — | holding | — | — | — | Dec 31, 2014 | — | Class A Common Stock | 275,000 | 275,000 | D |
| Restricted Stock UnitsF2,F9 | — | holding | — | — | — | Dec 31, 2015 | — | Class A Common Stock | 237,676 | 237,676 | 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.
- F3The remaining restricted stock units reported on this line will vest on June 8, 2015, subject to Mr. Williams' continued employment with the Company through such vesting date.
- F4153,750 of the restricted stock units reported on this line will vest on June 1, 2015, and the remainder of the restricted stock units will vest quarterly in equal increments through December 1, 2016, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.
- F5The restricted stock units reported on this line will vest in equal increments on the 14th day of the first month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F6The restricted stock units reported on this line will vest in equal increments on July 26, 2015, October 26, 2015, January 26, 2016 and April 26, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F7The restricted stock units reported on this line will vest in equal increments on the 15th day of first month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F8The restricted stock units reported on this line will vest in equal increments on the last day of first month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F916,624 of the restricted stock units reported on this line will vest on December 31, 2015, 68,900 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.