SEC Form 4 · accession 0001490281-18-000044
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael O Randolfi
Officer — CFO
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 4:56 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 | Apr 25, 2018 | M | 55,000 | $0.00 | A | 392,182 | D | |
| Common Stock | Apr 25, 2018 | F | 20,479 | $4.66 | D | 371,703 | 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 | — | Apr 25, 2018 | M | 55,000 | D | Apr 25, 2017 | — | Common Stock | 55,000 | 188,572 | 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.
- F3287,581 of the restricted stock units reported on this line vested on April 25, 2017; 220,000 of the restricted stock units reported on this line vested quarterly in four equal installments beginning on July 25, 2017; and 188,572 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2018, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.