SEC Form 4 · accession 0001490281-17-000118
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Sullivan
Officer — Chief Product Officer
Period of report
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 6:40 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 | Sep 15, 2017 | M | 69,800 | $0.00 | A | 413,153 | D | |
| Common Stock | Sep 15, 2017 | F | 34,629 | $4.41 | D | 378,524 | 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 | — | Sep 15, 2017 | M | 69,800 | D | Sep 15, 2017 | — | Common Stock | 69,800 | 451,378 | 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.
- F369,800 of the restricted stock units reported on this line vested on September 15, 2017; 34,900 of the restricted stock units reported on this line will vest on each of December 15, 2017 and March 15, 2018; 191,030 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 190,548 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. Sullivan's continued employment with the Company through each vesting date.