SEC Form 4 · accession 0001490281-16-000097
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
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 6:09 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 | Mar 14, 2016 | M | 3,000 | $0.00 | A | 972,672 | D | |
| Class A Common Stock | Mar 14, 2016 | F | 934 | $4.13 | D | 971,738 | D | |
| Class A Common Stock | Mar 15, 2016 | M | 50,000 | $0.00 | A | 1,021,738 | D | |
| Class A Common Stock | Mar 15, 2016 | F | 15,550 | $3.97 | D | 1,006,188 | 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 | — | Mar 14, 2016 | M | 3,000 | D | Jun 14, 2013 | — | Class A Common Stock | 3,000 | 12,000 | D |
| Restricted Stock UnitsF2,F4 | — | Mar 15, 2016 | M | 50,000 | D | Dec 15, 2013 | — | Class A Common Stock | 50,000 | 200,000 | 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.