SEC Form 4 · accession 0001490281-19-000022
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric P Lefkofsky
Director · 10% Owner
Period of report
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 5:51 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 StockF2 | Mar 6, 2019 | S | 1,500,000 | $3.35 | D | 29,734,594 | I | By Green Media LLC |
| Common StockF2 | Mar 7, 2019 | S | 1,500,000 | $3.30 | D | 28,234,594 | I | By Green Media LLC |
| Common StockF4 | holding | — | — | — | 1,570,269 | D | ||
| Common StockF5 | holding | — | — | — | 10,150,400 | I | By Lefkofsky Family 2016 GRAT | |
| Common StockF6 | holding | — | — | — | 40,000,000 | I | By Lefkofsky Family 2018 GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock Unit Award (Right to Receive)F7 | $0.00 | holding | — | — | — | — | — | Common Stock | 64,507 | 64,507 | D |
Explanation of responses
- F1The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on March 6, 2019. The price per share for such transactions ranged from $3.34 to $3.43. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
- F2The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
- F3The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on March 7, 2019. The price per share for such transactions ranged from $3.27 to $3.36. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
- F4The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.
- F5The shares of Common Stock reported on this line are held by the Lefkofsky Family 2016 GRAT.
- F6The shares of Common Stock reported on this line are held by the Lefkofsky Family 2018 GRAT.
- F7Mr. Lefkofsky has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's Common Stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon separation from service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.