SEC Form 4 · accession 0001490281-16-000165
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
Jul 15, 2016
Accepted (ET)
Jul 19, 2016 · 5:53 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 | Jul 15, 2016 | M | 1,250 | $0.00 | A | 162,049 | D | |
| Class A Common Stock | Jul 15, 2016 | F | 389 | $3.49 | D | 161,660 | 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 | — | Jul 15, 2016 | M | 1,250 | D | Nov 15, 2015 | — | Class A Common Stock | 1,250 | 1,250 | 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 vested monthly over a six-month period beginning on November 15, 2015, and 1,250 restricted stock units will vest monthly over a four-month period beginning on May 15, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date. In accordance with the terms of this award, following the appointment of a new chief financial officer of the Company on April 28, 2016, 50% of the then unvested restricted stock units were forfeited, and the remaining 50% of the unvested restricted stock units will continue to vest as described herein.