SEC Form 4 · accession 0001490281-16-000222
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
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 6:10 pm EST
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 | Dec 1, 2016 | M | 18,750 | $0.00 | A | 1,351,728 | D | |
| Common StockF1 | Dec 1, 2016 | F | 8,569 | $3.75 | D | 1,343,159 | 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 UnitsF3,F4 | — | Dec 1, 2016 | M | 18,750 | D | Mar 1, 2015 | — | Common Stock | 18,750 | 0 | D |
Explanation of responses
- F1On October 31, 2016, each share of the Issuer's Class A 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"). Prior to the Conversion, these shares were reported as shares of Class A common stock.
- F2Shares 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.
- F3Each restricted stock unit represents a contingent right to receive one share of Common Stock.
- F4153,750 of the restricted stock units reported on this line vested on June 1, 2015, and the remainder of the restricted stock units vested quarterly in equal increments through December 1, 2016.