SEC Form 4 · accession 0001490281-18-000028
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
Mar 15, 2018
Accepted (ET)
Mar 16, 2018 · 5:28 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 15, 2018 | M | 5,000 | $0.00 | A | 524,151 | D | |
| Common Stock | Mar 15, 2018 | F | 2,216 | $4.55 | D | 521,935 | D | |
| Common StockF2 | Mar 15, 2018 | A | 605 | $0.00 | A | 522,540 | D | |
| Common Stock | Mar 15, 2018 | F | 269 | $4.55 | D | 522,271 | 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 | — | Mar 15, 2018 | M | 5,000 | D | Sep 15, 2017 | — | Common Stock | 5,000 | 191,667 | 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.
- F2Restricted stock units earned as part of an annual incentive program and granted in accordance with the terms of the Groupon, Inc. 2011 Incentive Plan. These restricted stock units are immediately vested.
- 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 vested on September 15, 2017; 5,000 of the restricted stock units reported on this line vested 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.