0001181431-13-062885.txt : 20131216 0001181431-13-062885.hdr.sgml : 20131216 20131216172715 ACCESSION NUMBER: 0001181431-13-062885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131212 FILED AS OF DATE: 20131216 DATE AS OF CHANGE: 20131216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 830 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: (312) 604-5515 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 830 CITY: CHICAGO STATE: IL ZIP: 60610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARRIS PETER J CENTRAL INDEX KEY: 0001005561 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 131279836 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 rrd397469.xml X0306 4 2013-12-12 0 0001490281 Groupon, Inc. GRPN 0001005561 BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Class A Common Stock 54184956 I See Note 1 Class A Common Stock 14648 I See Note 2 Class A Common Stock 4493 I See Note 3 Class A Common Stock 24455 D Deferred Stock Units 0 2013-12-12 4 A 0 2563.477 0 D Class A Common Stock 29848.371 29848.371 D The Reporting Person is a manager of NEA 12 GP, LLC, which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest. The Reporting Person is a member of PJ Barris, LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by PJ Barris, LLC in which the Reporting Person has no pecuniary interest. The Reporting Person is the investment advisor of PDB LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by PDB LLC in which the Reporting Person has no pecuniary interest. The Reporting Person has received an exempt award of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer'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 termination of service as a Director of the Issuer. The Reporting Person 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 vested. /s/ Sasha Keough, attorney-in-fact 2013-12-16