0000950103-16-012602.txt : 20160414 0000950103-16-012602.hdr.sgml : 20160414 20160414092403 ACCESSION NUMBER: 0000950103-16-012602 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160404 FILED AS OF DATE: 20160414 DATE AS OF CHANGE: 20160414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Angelakis Michael J CENTRAL INDEX KEY: 0001393014 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570586 MAIL ADDRESS: STREET 1: C/O COMCAST CORPORATION STREET 2: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings GP, LLC CENTRAL INDEX KEY: 0001671120 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570587 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Group, Inc. CENTRAL INDEX KEY: 0001671122 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570588 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners, L.P. CENTRAL INDEX KEY: 0001671185 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570589 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners GP, Inc. CENTRAL INDEX KEY: 0001671176 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570590 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings, L.P. CENTRAL INDEX KEY: 0001671119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 161570591 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 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 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 3 1 dp64964_3-ag.xml FORM 3 X0206 3 2016-04-04 0 0001490281 Groupon, Inc. GRPN 0001671119 A-G Holdings, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 1 0 0 1 See Remarks 0001671176 Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 0 0 0 1 See Remarks 0001671185 Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 0 0 0 1 See Remarks 0001671122 Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 0 0 0 1 See Remarks 0001671120 A-G Holdings GP, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 0 0 0 1 See Remarks 0001393014 Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR PA 19010 1 0 0 1 See Remarks 3.25% Senior Convertible Notes due 2022 5.40 Class A Common Stock 46296300 I See Footnote This Form 3 is being filed by more than one Reporting Person. A-G Holdings, L.P. directly beneficially owns the reported securities. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The aggregate principal amount of the reported securities is $250,000,000, and such reported securities are convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the reported securities, the Issuer will deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the reported securities if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities. The initial conversion rate is subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee. The initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities is equivalent to an initial conversion price of approximately $5.40 per share of Common Stock. By virtue of the voting agreement, dated as of April 4, 2016, by and among A-G Holdings, L.P., the Issuer, Eric Lefkofsky, Bradley Keywell, New Enterprise Associates 12, Limited Partnership and certain of their respective affiliates (collectively, other than A-G Holdings, L.P. and the Issuer, the "Shareholders"), the Reporting Persons and the Shareholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The number of securities of the Issuer beneficially owned by the Reporting Persons as reported herein does not include the holdings of any Shareholders. No Reporting Person has any pecuniary interest in the securities of the Issuer owned by the Shareholders. By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 2016-04-14 By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 2016-04-14 By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 2016-04-14 By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 2016-04-14 By: A-G HOLDINGS, L.P., by A-G HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory 2016-04-14 By: /s/ Michael J. Angelakis 2016-04-14