SEC Form 4 · accession 0001490281-18-000022
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 13, 2018
Accepted (ET)
Feb 14, 2018 · 5:44 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 | 6,948 | $0.00 | A | 522,229 | D | |
| Common Stock | Feb 13, 2018 | F | 3,078 | $5.20 | D | 519,151 | 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 | 181,132 | A | Mar 15, 2019 | — | Common Stock | 181,132 | 181,132 | 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.
- F436,226 of the restricted stock units reported on this line will vest on each of March 15, 2019 and March 15, 2020; 72,453 of the restricted stock units reported on this line will vest on March 15, 2021; and 36,227 of the restricted stock units reported on this line will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.