SEC Form 4 · accession 0001490281-16-000189
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
Aug 15, 2016
Accepted (ET)
Aug 17, 2016 · 5:48 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 | Aug 15, 2016 | M | 1,250 | $0.00 | A | 162,910 | D | |
| Class A Common Stock | Aug 15, 2016 | F | 389 | $5.78 | D | 162,521 | 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 | — | Aug 15, 2016 | M | 1,250 | D | Nov 15, 2015 | — | Class A Common Stock | 1,250 | 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.
- 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 vested monthly over a four-month period beginning on May 15, 2016. 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 continued to vest as described herein.