SEC Form 4 · accession 0001490281-16-000109
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric P Lefkofsky
Director · 10% Owner
Period of report
Apr 1, 2016
Accepted (ET)
Apr 4, 2016 · 7:08 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 | Apr 1, 2016 | M | 1,055,806 | $0.00 | A | 1,887,261 | D | |
| Class A Common Stock | Apr 1, 2016 | F | 446,674 | $3.92 | D | 1,440,587 | D | |
| Class A Common StockF2 | holding | — | — | — | 149,948 | I | By 600 West Groupon LLC | |
| Class A Common StockF3 | holding | — | — | — | 100,735,062 | I | By Green Media LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Apr 1, 2016 | M | 1,055,806 | D | Apr 1, 2016 | — | Class A Common Stock | 1,055,806 | 0 | 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.
- F2The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.
- F3The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
- F4Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F5100% of the restricted stock units reported on this line vested on April 1, 2016.