SEC Form 4 · accession 0001225208-15-012133
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric P Lefkofsky
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 6:30 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,F2 | May 12, 2015 | S | 227,083 | $6.75 | D | 100,962,145 | I | By Green Media LLC |
| Class A Common StockF3,F2 | May 13, 2015 | S | 227,083 | $6.75 | D | 100,735,062 | I | By Green Media LLC |
| Class A Common Stock | holding | — | — | — | 731,455 | D | ||
| Class A Common StockF4 | holding | — | — | — | 149,948 | I | By 600 West Groupon LLC |
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)F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 14,686 | 14,686 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | Apr 1, 2016 | — | Class A Common Stock | 1,055,806 | 1,055,806 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | Aug 6, 2014 | — | Class A Common Stock | 100,000 | 100,000 | D |
| Class B Common StockF11,F9,F10 | $0.00 | holding | — | — | — | Nov 3, 2011 | Oct 31, 2016 | Class A Common Stock | 999,984 | 999,984 | I |
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 May 12, 2015. The price per share for such transactions ranged from $6.70 to $6.81. 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.
- F10In addition to the disclosure directly above, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Lefkofsky, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.
- F11The shares of Class B Common Stock reported on this line are held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
- F2The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
- F3The 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 May 13, 2015. The price per share for such transactions ranged from $6.71 to $6.84. 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.
- F4The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.
- F5Mr. Lefkofksy 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 the Groupon's common stock (or, in the sole discretion of the 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. Lefkofksy has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and 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.
- F6Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F7100% of the restricted stock units reported on this line will vest on April 1, 2016, subject to Mr. Lefkofsky serving as the Chief Executive Officer or Chairman of the Board of Directors on such vesting date.
- F850% of the restricted stock units reported on this line vested on August 6, 2014, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following four quarters, beginning on November 6, 2014, subject to Mr. Lefkofsky's continued employment with the Issuer through each vesting date.
- F9Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.