SEC Form 4 · accession 0001490281-16-000108
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Kayman
Officer — Interim CFO
Period of report
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 6:12 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 | 7,538 | $0.00 | A | 299,617 | D | |
| Class A Common Stock | Mar 31, 2016 | F | 2,345 | $3.99 | D | 297,272 | D | |
| Class A Common Stock | Mar 31, 2016 | M | 14,000 | $0.00 | A | 311,272 | D | |
| Class A Common Stock | Mar 31, 2016 | F | 4,354 | $3.99 | D | 306,918 | 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 | — | Mar 31, 2016 | M | 7,538 | D | Dec 31, 2015 | — | Class A Common Stock | 7,538 | 31,400 | D |
| Restricted Stock UnitsF2,F4 | — | Mar 31, 2016 | M | 14,000 | D | Mar 31, 2016 | — | Class A Common Stock | 14,000 | 110,503 | 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.
- F34,563 of the restricted stock units reported on this line vested on December 31, 2015, 30,150 restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 8,788 restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, subject to Mr. Kayman's continued employment with the Company through each vesting date.
- F456,000 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 68,503 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. Kayman's continued employment with the Company through each vesting date.