SEC Form 4 · accession 0001225208-15-013374
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rich Williams
Officer — COO & President, North America
Period of report
Jun 1, 2015
Accepted (ET)
Jun 3, 2015 · 8:14 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 | Jun 1, 2015 | M | 153,750 | $6.28 | A | 792,925 | D | |
| Class A Common Stock | Jun 1, 2015 | F | 69,567 | $6.28 | D | 723,358 | 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 | — | Jun 1, 2015 | M | 153,750 | D | Mar 1, 2015 | — | Class A Common Stock | 153,750 | 112,500 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Jun 3, 2015 | A | 420,559 | A | Dec 31, 2015 | — | Class A Common Stock | 420,559 | 658,235 | 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.
- F3153,750 of the restricted stock units reported on this line vested 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.
- F4118,250 of the restricted stock units granted to Mr. Williams on June 3, 2015 will vest on December 31, 2015, 81,700 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 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.
- F5See footnote 4. In addition, 16,624 of the restricted stock units granted to Mr. Williams on May 4, 2015 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.