SEC FORM 4

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^*

Viswanath Sri

(Last)

(First)

(Middle)

C/O GROUPON, INC.

600 WEST CHICAGO AVENUE, SUITE 620

(Street)

CHICAGO

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/11/2015		S		17,823	D	$6.75⁽¹⁾	96,588	D
Class A Common Stock	05/12/2015		S		17,823	D	$6.75⁽²⁾	78,765	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾							03/01/2015⁽⁴⁾	⁽⁴⁾	Class A Common Stock	193,250		193,250	D
Restricted Stock Units	⁽³⁾							03/31/2016⁽⁵⁾	⁽⁵⁾	Class A Common Stock	100,000		100,000	D
Restricted Stock Units	⁽³⁾							07/13/2013⁽⁶⁾	⁽⁶⁾	Class A Common Stock	500,000		500,000	D
Restricted Stock Units	⁽³⁾							12/31/2014⁽⁷⁾	⁽⁷⁾	Class A Common Stock	132,500		132,500	D

Explanation of Responses:

1. The 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 May 11, 2015. The price per share for such transactions ranged from $6.71 to $6.83. 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.

2. The 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 May 12, 2015. The price per share for such transactions ranged from $6.70 to $6.81. 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.

3. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

4. 18,750 of the restricted stock units reported on this line vested on March 1, 2015, 80,750 of the restricted stock units will vest on June 1, 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following six quarters beginning on September 1, 2015, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.

5. 8,504 of the restricted stock units reported on this line will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 91,496 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.

6. 62,500 of the restricted stock units reported on this line vested on July 13, 2013, and the remaining restricted stock units vest quarterly in 15 equal installments, beginning on October 31, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.

7. 120,000 of the restricted stock units reported on this line vested on December 31, 2014, 17,500 of the restricted stock units will vest quarterly in equal increments during calendar year 2015, beginning on March 31, 2015, 7,500 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 12,500 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.

	/s/ James Terpstra, by Power of Attorney	05/13/2015
	** 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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