SEC Form 4 · accession 0001490281-17-000001
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Stevens
Officer — CAO & Treasurer
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 6:13 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 Stock | Dec 31, 2016 | M | 6,792 | $0.00 | A | 169,857 | D | |
| Common Stock | Dec 31, 2016 | F | 2,588 | $3.32 | D | 167,269 | D | |
| Common Stock | Dec 31, 2016 | M | 12,718 | $0.00 | A | 179,987 | D | |
| Common Stock | Dec 31, 2016 | F | 4,846 | $3.32 | D | 175,141 | D | |
| Common Stock | Dec 31, 2016 | M | 25,000 | $0.00 | A | 200,141 | D | |
| Common Stock | Dec 31, 2016 | F | 10,791 | $3.32 | D | 189,350 | D | |
| Common Stock | Dec 31, 2016 | M | 8,000 | $0.00 | A | 197,350 | D | |
| Common Stock | Dec 31, 2016 | F | 3,048 | $3.32 | D | 194,302 | 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 | — | Dec 31, 2016 | M | 6,792 | D | Dec 31, 2015 | — | Common Stock | 6,792 | 22,202 | D |
| Restricted Stock UnitsF2,F4 | — | Dec 31, 2016 | M | 12,718 | D | Mar 31, 2016 | — | Common Stock | 12,718 | 70,942 | D |
| Restricted Stock UnitsF2,F5 | — | Dec 31, 2016 | M | 25,000 | D | Jun 1, 2016 | — | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF2,F6 | — | Dec 31, 2016 | M | 8,000 | D | Dec 31, 2016 | — | Common Stock | 8,000 | 32,000 | 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 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 vested 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 vested 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.
- F525,000 of the restricted stock units reported on this line vested on June 1, 2016, and 25,000 of the restricted stock units reported on this line vested on December 31, 2016.
- F6The restricted stock units reported on this line will vest quarterly in five equal installments, beginning on December 31, 2016, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.