0000950103-21-000054.txt : 20210104 0000950103-21-000054.hdr.sgml : 20210104 20210104184203 ACCESSION NUMBER: 0000950103-21-000054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201230 FILED AS OF DATE: 20210104 DATE AS OF CHANGE: 20210104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings, L.P. CENTRAL INDEX KEY: 0001671119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503280 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503281 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503282 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Group, Inc. CENTRAL INDEX KEY: 0001671122 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503283 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings GP, LLC CENTRAL INDEX KEY: 0001671120 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503284 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: Angelakis Michael J CENTRAL INDEX KEY: 0001393014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21503285 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 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 4 1 dp143822_4-agholdingslp.xml X0306 4 2020-12-30 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 Common Stock 2020-12-30 4 A 0 1770 0 A 10638 I See Footnote Common Stock 2020-12-30 4 A 0 4859 0 A 15497 I See Footnote The number of shares of reported in this Form 4 has been adjusted to reflect the reverse stock split of the Issuer's Common Stock at a ratio of 1:20, which became effective on June 10, 2020. Represents compensation for Mr. Angelakis' service as a director of the Issuer during 2020 in the form of fully vested restricted stock units. In April 2020, the Board of Directors of the Issuer determined to defer the payment of 2020 director compensation under the Issuer's director compensation plan until the end of the year and forgo cash compensation and receive equity compensation in lieu thereof with respect to the remainder of 2020. Represents compensation for Mr. Angelakis' service as a director of the Issuer during 2020 in the form of restricted stock units that will vest 100% on June 9, 2021, subject to Mr. Angelakis' continued service as a director of the Issuer through the vesting date. This Form 4 is being filed by more than one Reporting Person. The reported shares underlie restricted stock units granted to Michael J. Angelakis in his capacity as a director of the Issuer. Mr. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P., which is the sole voting shareholder of Atairos Group, Inc. Atairos Group, Inc. is the sole limited partner of A-G Holdings, L.P. and sole member and manager of A-G Holdings GP, LLC, which is the general partner of A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. By virtue of the voting agreement, dated as of April 4, 2016 (and amended from time to time), by and among A-G Holdings, L.P., the Issuer and certain other parties thereto (such other parties, collectively, the "Shareholders"), the Reporting Persons and the Shareholders who continue to be bound by the voting agreement 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 2021-01-04 By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 2021-01-04 By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President 2021-01-04 By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Vice President 2021-01-04 By: A-G HOLDINGS, L.P., by A-G HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, 2021-01-04 By: Michael Angelakis, By: /s/ David L. Caplan, Attorney-in-Fact 2021-01-04