SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Drobny Dane A
(Last) (First) (Middle)
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Admin Officer, GC & Sec
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/02/2023 M 6,099 A $0 136,991 D
Common Stock 01/02/2023 F(1) 3,026 D $8.58 133,965 D
Common Stock 01/02/2023 M 4,066 A $0 138,031 D
Common Stock 01/02/2023 F(1) 2,017 D $8.58 136,014 D
Common Stock 01/02/2023 M(2) 2,354 A $0 138,368 D
Common Stock 01/02/2023 F(1) 1,168 D $8.58 137,200 D
Common Stock 01/02/2023 M(3) 7,755 A $0 144,955 D
Common Stock 01/02/2023 F(1) 3,748 D $8.58 141,207 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 01/02/2023 M 6,099 01/02/2022(5) (5) Common Stock 6,099 $0 0 D
Restricted Stock Units (4) 01/02/2023 M 4,066 01/02/2022(5) (5) Common Stock 4,066 $0 0 D
Performance Share Units (6) 01/02/2023 M 2,354 01/02/2021(7) (7) Common Stock 2,354 $0 0 D
Performance Share Units (6) 01/02/2023 M 7,755 01/02/2022(8) (8) Common Stock 7,755 $0 0 D
Explanation of Responses:
1. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units or performance share units, as applicable. This is not an open market sale of securities.
2. Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, 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).
3. These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.
4. Each restricted stock unit represents a contingent right to receive one share of Common Stock.
5. The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.
6. Each performance share unit represents a contingent right to receive one share of Common Stock.
7. The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.
8. These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.
Remarks:
/s/ Dane Drobny 01/04/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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