SEC Form 4 · accession 0001490281-17-000036
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
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 6:59 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 Stock | Mar 14, 2017 | M | 3,000 | $0.00 | A | 1,517,187 | D | |
| Common Stock | Mar 14, 2017 | F | 1,372 | $3.93 | D | 1,515,815 | D | |
| Common Stock | Mar 15, 2017 | M | 125,000 | $0.00 | A | 1,640,815 | D | |
| Common Stock | Mar 15, 2017 | F | 57,125 | $4.00 | D | 1,583,690 | 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 | — | Mar 14, 2017 | M | 3,000 | D | Jun 14, 2013 | — | Common Stock | 3,000 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Mar 15, 2017 | M | 125,000 | D | Mar 15, 2017 | — | Common Stock | 125,000 | 1,082,827 | 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 vested in equal increments on the 14th day of the last month of each calendar quarter through March 14, 2017.
- F4500,000 of the restricted stock units reported on this line will vest in four equal quarterly installments beginning on March 15, 2017; 298,675 of the restricted stock units will vest on March 15, 2018; 232,109 of the restricted stock units will vest on March 15, 2019; and 177,043 of the restricted stock units will vest on March 15, 2020, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.