0000950103-21-007271.txt : 20210514 0000950103-21-007271.hdr.sgml : 20210514 20210514171315 ACCESSION NUMBER: 0000950103-21-007271 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210514 FILED AS OF DATE: 20210514 DATE AS OF CHANGE: 20210514 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: 21925948 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: 21925949 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21925953 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: 21925951 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: 21925950 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 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: 21925952 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 4 1 dp150980_4-agholdings.xml X0306 4 2021-05-14 1 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 2021-05-14 4 D 0 2314815 D Class A Common Stock 2314815 0 I See Footnote Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date. The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were 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 Notes, the Issuer would have been required to 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 Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was 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. This Form 4 is being filed by more than one Reporting Person. 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 his or its pecuniary interest therein. By virtue of the voting agreement, dated as of April 4, 2016 (and amended from time to time, the "Voting Agreement"), by and among A-G Holdings, L.P., the Issuer and certain other parties thereto (such other parties, collectively, the "Shareholders"), while the Voting Agreement was in effect, the Reporting Persons and the Shareholders who were bound by the Voting Agreement may have been 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 owned 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. In connection with the Repurchase, upon the Closing Date, the Reporting Persons ceased to be bound by the Voting Agreement. In addition, effective as of the Closing Date, Mr. Angelakis ceased serving as a member of the Issuer's board of directors. By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 2021-05-14 By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 2021-05-14 By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President 2021-05-14 By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Vice President 2021-05-14 By: A-G HOLDINGS, L.P., by A-G HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, 2021-05-14 By: Michael Angelakis, By: /s/ David L. Caplan, Attorney-in-Fact 2021-05-14