X0306 4 2012-07-31 0 0001490281 Groupon, Inc. GRPN 0001372274 Del Preto Joseph C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 0 1 0 0 Chief Accounting Officer Class A Common Stock 2012-07-31 4 M 0 1460 A 20158 D Class A Common Stock 2012-07-31 4 F 0 460 6.66 D 19698 D Restricted Stock Units Class A Common Stock 8707 8707 D Restricted Stock Units 2012-07-31 4 M 0 1460 0 D Class A Common Stock 1460 42016 D Restricted Stock Units Class A Common Stock 32000 32000 D Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities. Twenty-five (25%) of the restricted stock units on this line will vest on April 13, 2012 and the remainder of the restricted stock units will vest in 36 equal installments on the thirteenth day of each month, beginning on May 13, 2012, subject to Mr. Del Preto's continued employment with the Company through each vesting date. Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 31, 2011 and the remainder of the restricted stock units will vest in 36 equal installments at the end of each month, beginning on January 31, 2012, subject to Mr. Del Preto's continued employment with the Company through each vesting date. The vesting of 20,416 shares were delayed until March 15, 2012; the remaining shares will vest according the schedule described in the previous sentence. The restricted stock units reported on this line will vest in equal increments over 16 quarters beginning March 14, 2013, subject to Mr. Del Preto's continued employment with the Company through each vesting date. /s/ David Schellhase, by Power of Attorney 2012-08-01