SEC Form 4 · accession 0001490281-17-000027
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dane A Drobny
Officer — General Counsel and Secretary
Period of report
Feb 14, 2017
Accepted (ET)
Feb 15, 2017 · 6:59 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 | Feb 14, 2017 | A | 33,568 | $0.00 | A | 434,027 | D | |
| Common Stock | Feb 14, 2017 | F | 10,440 | $3.78 | D | 423,587 | 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 | — | Feb 14, 2017 | A | 211,667 | A | Sep 15, 2017 | — | Common Stock | 211,667 | 211,667 | D |
Explanation of responses
- F1Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2016, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
- F2Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share 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.
- F410,000 of the restricted stock units reported on this line will vest on September 15, 2017; 5,000 of the restricted stock units reported on this line will vest on each of December 15, 2017 and March 15, 2018; 46,487 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.