SEC Form 4 · accession 0001490281-15-000063
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rich Williams
Officer — Chief Executive Officer · Director
Period of report
Dec 14, 2015
Accepted (ET)
Dec 16, 2015 · 5:59 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 | Dec 14, 2015 | M | 3,000 | $0.00 | A | 840,192 | D | |
| Class A Common Stock | Dec 14, 2015 | F | 1,372 | $3.11 | D | 838,820 | D | |
| Class A Common Stock | Dec 15, 2015 | M | 50,000 | $0.00 | A | 888,820 | D | |
| Class A Common Stock | Dec 15, 2015 | F | 22,850 | $3.11 | D | 865,970 | 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 | — | Dec 14, 2015 | M | 3,000 | D | Jun 14, 2013 | — | Class A Common Stock | 3,000 | 15,000 | D |
| Restricted Stock UnitsF2,F4 | — | Dec 15, 2015 | M | 50,000 | D | Dec 15, 2013 | — | Class A Common Stock | 50,000 | 250,000 | 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.
- F3The restricted stock units reported on this line will vest in equal increments on the 14th day of the last month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F4The restricted stock units reported on this line will vest in equal increments on the 15th day of the last month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.