SEC Form 4 · accession 0001490281-15-000056
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Kayman
Officer — Interim CFO
Period of report
Nov 15, 2015
Accepted (ET)
Nov 17, 2015 · 5:32 pm EST
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 | Nov 15, 2015 | M | 12,500 | $0.00 | A | 243,708 | D | |
| Class A Common Stock | Nov 15, 2015 | F | 5,713 | $2.57 | D | 237,995 | D | |
| Class A Common Stock | holding | — | — | — | 43 | I | By Son |
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 | — | Nov 15, 2015 | M | 12,500 | D | Aug 15, 2015 | — | Class A Common Stock | 12,500 | 75,000 | 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.
- 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.