SEC Form 4 · accession 0001490281-16-000106
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
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 6:11 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 31, 2016 | M | 6,793 | $0.00 | A | 117,937 | D | |
| Class A Common Stock | Mar 31, 2016 | F | 2,113 | $3.99 | D | 115,824 | D | |
| Class A Common Stock | Mar 31, 2016 | M | 12,719 | $0.00 | A | 128,543 | D | |
| Class A Common Stock | Mar 31, 2016 | F | 3,956 | $3.99 | D | 124,587 | 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 31, 2016 | M | 6,793 | D | Dec 31, 2015 | — | Class A Common Stock | 6,793 | 42,579 | D |
| Restricted Stock UnitsF2,F4 | — | Mar 31, 2016 | M | 12,719 | D | Mar 31, 2016 | — | Class A Common Stock | 12,719 | 109,097 | 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.
- F327,573 of the restricted stock units reported on this line vested on December 31, 2015; 27,170 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.
- F450,874 of the restricted stock units reported on this line will vest in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2016, and 70,942 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.