SEC Form 4 · accession 0001225208-15-017257

Groupon, Inc. · GRPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Interim CFO

Period of report

Aug 15, 2015

Accepted (ET)

Aug 18, 2015 · 9:51 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	Aug 15, 2015	M	12,500	$0.00	A	210,071	D
Class A Common Stock	Aug 15, 2015	F	3,888	$4.33	D	206,183	D
Class A Common Stock	Aug 17, 2015	M	16,563	$0.00	A	222,746	D
Class A Common Stock	Aug 17, 2015	F	5,152	$4.41	D	217,594	D
Class A Common Stock	holding	—	—		—	43	I	By Son

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3	—	Aug 15, 2015	M	12,500	D	Aug 15, 2015	—	Class A Common Stock	12,500	112,500	D
Restricted Stock Units^F2,F4	—	Aug 17, 2015	M	16,563	D	Feb 17, 2015	—	Class A Common Stock	16,563	165,625	D

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.
F312,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on August 15, 2015, subject to Mr. Kayman's continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the restricted stock units reported on this line are fully vested, any unvested restricted stock units shall be forfeited.
F4The restricted stock units reported on this line will vest in equal increments on the 17th day of the second month of each calendar quarter through Feb. 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date.