SEC Form 4 · accession 0001490281-18-000021
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
Feb 13, 2018
Accepted (ET)
Feb 14, 2018 · 5:39 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 13, 2018 | A | 35,252 | $0.00 | A | 2,215,926 | D | |
| Common Stock | Feb 13, 2018 | F | 15,867 | $5.20 | D | 2,200,059 | 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 13, 2018 | A | 815,094 | A | Oct 31, 2019 | — | Common Stock | 815,094 | 815,094 | D |
Explanation of responses
- F1Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2017, 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.
- F4163,018 of the restricted stock units reported on this line will vest on October 31, 2019, and 652,076 of the restricted stock units reported on this line will vest annually in equal installments beginning on October 31, 2020 and ending on October 31, 2023, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.