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