SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Netzly Kyle

(Last)

(First)

(Middle)

600 W. CHICAGO AVENUE

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2023

3. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,749	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	05/20/2023	⁽¹⁾	Common Stock	867	⁽²⁾	D
Restricted Stock Units	05/20/2023	⁽³⁾	Common Stock	5,848	⁽²⁾	D
Restricted Stock Units	08/20/2023	⁽⁴⁾	Common Stock	3,422	⁽²⁾	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") reported on this line will vest on May 20, 2023, subject to Ms. Netzly's continued employment with the Company through the vesting date.

2. Each RSU represents a contingent right to receive one share of Common Stock.

3. The RSUs reported on this line will vest in three annual installments beginning on May 20, 2023. 2,339 RSUs will vest on each of May 20, 2023 and May 20, 2024 and 1,170 RSUs will vest on May 20, 2025, subject to Ms. Netzly's continued employment with the Company through the vesting date.

4. The RSUs reported on this line will vest on August 20, 2023, subject to Ms. Netzly's continued employment with the Company through the vesting date.

Remarks:

	Meagan LeGear, By Power of Attorney	05/12/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.