SEC Form 4 · accession 0001490281-16-000195
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rich Williams
Officer — Chief Executive Officer · Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 6:06 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 | Sep 30, 2016 | M | 25,000 | $0.00 | A | 1,282,860 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 11,426 | $5.15 | D | 1,271,434 | D | |
| Class A Common Stock | Sep 30, 2016 | M | 17,225 | $0.00 | A | 1,288,659 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 7,872 | $5.15 | D | 1,280,787 | D | |
| Class A Common Stock | Sep 30, 2016 | M | 75,694 | $0.00 | A | 1,356,481 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 34,593 | $5.15 | D | 1,321,888 | D | |
| Class A Common Stock | Sep 30, 2016 | M | 20,425 | $0.00 | A | 1,342,313 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 9,335 | $5.15 | D | 1,332,978 | 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 | — | Sep 30, 2016 | M | 25,000 | D | Dec 31, 2014 | — | Class A Common Stock | 25,000 | 75,000 | D |
| Restricted Stock UnitsF2,F4 | — | Sep 30, 2016 | M | 17,225 | D | Dec 31, 2015 | — | Class A Common Stock | 17,225 | 169,377 | D |
| Restricted Stock UnitsF2,F5 | — | Sep 30, 2016 | M | 75,694 | D | Mar 31, 2016 | — | Class A Common Stock | 75,694 | 1,391,195 | D |
| Restricted Stock UnitsF2,F6 | — | Sep 30, 2016 | M | 20,425 | D | Dec 31, 2015 | — | Class A Common Stock | 20,425 | 241,034 | 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.
- F3The restricted stock units reported on this line will vest in equal increments on the last day of last month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.
- F416,624 of the restricted stock units reported on this line vested on December 31, 2015, 68,900 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.
- F575,694 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 140,427 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 of the restricted stock units will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 of the restricted stock units vesting on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.
- F6118,250 of the restricted stock units reported on this line vested on December 31, 2015, 81,700 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.