SEC Form 4 · accession 0001490281-16-000196
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
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 6:07 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 | 6,792 | $0.00 | A | 166,415 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 2,113 | $5.15 | D | 164,302 | D | |
| Class A Common Stock | Sep 30, 2016 | M | 12,719 | $0.00 | A | 177,021 | D | |
| Class A Common Stock | Sep 30, 2016 | F | 3,956 | $5.15 | D | 173,065 | 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 | 6,792 | D | Dec 31, 2015 | — | Class A Common Stock | 6,792 | 28,994 | D |
| Restricted Stock UnitsF2,F4 | — | Sep 30, 2016 | M | 12,719 | D | Mar 31, 2016 | — | Class A Common Stock | 12,719 | 83,660 | 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.
- F327,573 of the restricted stock units reported on this line vested on December 31, 2015; 27,170 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.
- F450,874 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 70,942 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. Stevens' continued employment with the Company through each vesting date.