SEC Form 4 · accession 0001490281-19-000015
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael O Randolfi
Officer — CFO
Period of report
Feb 12, 2019
Accepted (ET)
Feb 13, 2019 · 6:32 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 12, 2019 | A | 32,310 | $0.00 | A | 512,595 | D | |
| Common Stock | Feb 12, 2019 | F | 10,112 | $3.96 | D | 502,483 | D | |
| Common Stock | Feb 12, 2019 | A | 14,226 | $0.00 | A | 516,709 | D | |
| Common Stock | Feb 12, 2019 | F | 4,923 | $3.96 | D | 511,786 | 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 12, 2019 | A | 460,123 | A | Jun 5, 2020 | — | Common Stock | 460,123 | 460,123 | D |
| Performance Share UnitsF5,F6 | — | Feb 12, 2019 | A | 56,904 | A | Jan 2, 2020 | — | Common Stock | 56,904 | 56,904 | D |
| Performance Share UnitsF5,F7 | — | Feb 12, 2019 | A | 1,000,000 | A | — | — | Common Stock | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, 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.
- F4The restricted stock units reported on this line will vest 1/4 annually, starting on June 5, 2020, in each case subject to Mr. Randolfi's continued employment as of the vesting date.
- F5Each performance share unit represents a contingent right to receive one share of Common Stock.
- F6The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Randolfi's continuous employment with the Company as of the vesting date.
- F7Vesting of the performance share units reported on this line is contingent upon achievement of a performance metric based on the Company's stock price prior to the performance period end date of December 31, 2022. If earned, 100% of the performance share units will vest following certification of achievement of the relevant metric, subject to Mr. Randolfi's continuous employment.