SEC Form 4 · accession 0001490281-17-000003

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 31, 2016

Accepted (ET)

Jan 4, 2017 · 6:43 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
Common Stock	Dec 31, 2016	M	25,000	$0.00	A	1,396,938	D
Common Stock	Dec 31, 2016	F	11,425	$3.32	D	1,385,513	D
Common Stock	Dec 31, 2016	M	17,225	$0.00	A	1,402,738	D
Common Stock	Dec 31, 2016	F	7,872	$3.32	D	1,394,866	D
Common Stock	Dec 31, 2016	M	75,694	$0.00	A	1,470,560	D
Common Stock	Dec 31, 2016	F	34,593	$3.32	D	1,435,967	D
Common Stock	Dec 31, 2016	M	20,425	$0.00	A	1,456,392	D
Common Stock	Dec 31, 2016	F	9,335	$3.32	D	1,447,057	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 Units^F2,F3	—	Dec 31, 2016	M	25,000	D	Dec 31, 2014	—	Common Stock	25,000	50,000	D
Restricted Stock Units^F2,F4	—	Dec 31, 2016	M	17,225	D	Dec 31, 2015	—	Common Stock	17,225	152,152	D
Restricted Stock Units^F2,F5	—	Dec 31, 2016	M	75,694	D	Mar 31, 2016	—	Common Stock	75,694	1,315,501	D
Restricted Stock Units^F2,F6	—	Dec 31, 2016	M	20,425	D	Dec 31, 2015	—	Common Stock	20,425	220,609	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.
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 vested 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 vested 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 vested 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.