SEC Form 4 · accession 0001490281-16-000093
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Stevens
Officer — Chief Accounting Officer
Period of report
Feb 15, 2016
Accepted (ET)
Feb 17, 2016 · 7:15 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 | Feb 15, 2016 | M | 2,500 | $0.00 | A | 98,230 | D | |
| Class A Common Stock | Feb 15, 2016 | F | 910 | $2.89 | D | 97,320 | 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 | — | Feb 15, 2016 | M | 2,500 | D | Nov 15, 2015 | — | Class A Common Stock | 2,500 | 15,000 | 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.
- F32,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on November 15, 2015, subject to Mr. Stevens' 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, 50% of any unvested restricted stock units will be forfeited and the remaining 50% of any unvested restricted stock units will continue to vest.