SEC Form 4 · accession 0001490281-16-000217
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
Oct 31, 2016
Accepted (ET)
Oct 31, 2016 · 5:32 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Oct 31, 2016 | C | 999,984 | $0.00 | A | 98,735,046 | I | By Green Media LLC |
| Common StockF1,F5,F6 | holding | — | — | — | 1,483,690 | D | ||
| Common StockF1,F7,F8 | holding | — | — | — | 149,948 | I | By 600 West Groupon LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F4 | $0.00 | Oct 31, 2016 | C | 999,984 | D | Nov 3, 2011 | Oct 31, 2016 | Common Stock | 999,984 | 0 | I |
| Deferred Stock Unit Award (Right to Receive)F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 23,368 | 23,368 | D |
Explanation of responses
- F1On October 31, 2016, each share of the Issuer's Class A Common Stock and Class B Common Stock automatically converted on a 1-for-1 basis into a new class of stock designated Common Stock pursuant to the terms of the Issuer's amended and restated certificate of incorporation (the "Conversion").
- F2These shares were previously reported as shares of Class B common stock held by Mr. Lefkofsky, which automatically converted into Common Stock pursuant to the Conversion. This was not an open market purchase or sale of securities.
- F3Prior to the Conversion, these shares were reported as shares of Class A common stock and Class B Common Stock held by Green Media LLC.
- F4The shares of 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.
- F5The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.
- F6Prior to the Conversion, these shares were reported as shares of Class A common stock.
- F7Prior to the Conversion, these shares were reported as shares of Class A common stock held by 600 West Groupon LLC.
- F8The shares of 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.
- F9Under the Groupon, Inc. Non-Employee Director Compensation Plan, Deferred Stock Units ("DSUs") represent a right to receive shares of the Groupon's common stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.