0000921895-22-003261.txt : 20221222 0000921895-22-003261.hdr.sgml : 20221222 20221222124232 ACCESSION NUMBER: 0000921895-22-003261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221220 FILED AS OF DATE: 20221222 DATE AS OF CHANGE: 20221222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barta Jan CENTRAL INDEX KEY: 0001892479 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 221481134 MAIL ADDRESS: STREET 1: NA BATERIICH 104/35, BREVNOV CITY: PRAGUE STATE: 2N ZIP: 16200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senkypl Dusan CENTRAL INDEX KEY: 0001922405 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 221481133 MAIL ADDRESS: STREET 1: JESTRABI 493, OSNICE CITY: JESENICE STATE: 2N ZIP: 252 42 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pale Fire Capital SE CENTRAL INDEX KEY: 0001922318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 221481132 BUSINESS ADDRESS: STREET 1: ZATECKA 55/14, JOSEFOV CITY: PRAGUE STATE: 2N ZIP: 110 00 BUSINESS PHONE: 420 777-767-773 MAIL ADDRESS: STREET 1: ZATECKA 55/14, JOSEFOV CITY: PRAGUE STATE: 2N ZIP: 110 00 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 form413335002_12222022.xml OWNERSHIP DOCUMENT X0306 4 2022-12-20 0 0001490281 Groupon, Inc. GRPN 0001892479 Barta Jan NA BATERIICH 104/35, BREVNOV PRAGUE 2N 16200 CZECH REPUBLIC 1 0 1 0 0001922405 Senkypl Dusan JESTRABI 493, OSNICE JESENICE 2N 252 42 CZECH REPUBLIC 1 0 1 0 0001922318 Pale Fire Capital SE ZATECKA 55/14, JOSEFOV PRAGUE 2N 110 00 CZECH REPUBLIC 0 0 1 0 Common Stock 2022-12-20 4 S 0 2838712 7.2800 D 0 D Common Stock 2022-12-20 4 S 0 2271846 7.2800 D 11612 D Common Stock 2022-12-20 4 S 0 1606408 7.2800 D 100 I By Pale Fire Capital SE Common Stock 2022-12-20 4 P 0 6716966 7.2800 A 6716966 I By Pale Fire Capital SICAV a.s. This Form 4 is filed jointly by Jan Barta, Dusan Senkypl, Pale Fire Capital SICAV a.s. ("PFC SICAV") and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl and PFC SICAV, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents securities owned solely by Mr. Barta. Represents securities owned solely by Mr. Senkypl. Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Represents securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV. On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022. By: /s/ Jan Barta 2022-12-22 By: /s/ Dusan Senkypl 2022-12-22 Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board 2022-12-22 Pale Fire Capital SICAV a.s., By: /s/ Martin Trpak, Authorized Representative 2022-12-22