0000921895-24-000114.txt : 20240123 0000921895-24-000114.hdr.sgml : 20240123 20240123164435 ACCESSION NUMBER: 0000921895-24-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240119 FILED AS OF DATE: 20240123 DATE AS OF CHANGE: 20240123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pale Fire Capital SE CENTRAL INDEX KEY: 0001922318 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 24553161 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barta Jan CENTRAL INDEX KEY: 0001892479 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 24553162 MAIL ADDRESS: STREET 1: NA BATERIICH 104/35, BREVNOV CITY: PRAGUE STATE: 2N ZIP: 16200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pale Fire Capital SICAV a.s. CENTRAL INDEX KEY: 0001959667 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 24553160 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senkypl Dusan CENTRAL INDEX KEY: 0001922405 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 24553163 MAIL ADDRESS: STREET 1: JESTRABI 493, OSNICE CITY: JESENICE STATE: 2N ZIP: 252 42 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] ORGANIZATION NAME: 07 Trade & Services 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_01232024.xml OWNERSHIP DOCUMENT X0508 4 2024-01-19 0 0001490281 Groupon, Inc. GRPN 0001922405 Senkypl Dusan JESTRABI 493, OSNICE JESENICE 2N 252 42 CZECH REPUBLIC 1 1 1 0 Interim CEO 0001892479 Barta Jan NA BATERIICH 104/35, BREVNOV PRAGUE 2N 16200 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 0001959667 Pale Fire Capital SICAV a.s. ZATECKA 55/14, JOSEFOV PRAGUE 2N 110 00 CZECH REPUBLIC 0 0 1 0 0 Common Stock 2024-01-19 4 X 0 3140660 11.3000 A 10180970 I By Pale Fire Capital SICAV a.s. Common Stock 445261 D Common Stock 100 I By Pale Fire Capital SE Subscription Rights (right to buy) 11.30 2024-01-19 4 X 0 6877561 0 D 2023-11-20 Common Stock 1528586 0 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 (the "Common Stock"). Messrs. Barta and Senkypl are also directors of the Issuer, with Mr. Senkypl also serving as its interim Chief Executive Officer. Represents shares of Common Stock purchased by PFC SICAV following the exercise of its subscription rights and over-subscription privilege pursuant to the Issuer's rights offering (the "Rights Offering"), as described in the Issuer's prospectus supplement dated November 21, 2023. Includes 1,612,074 shares of Common Stock purchased pursuant to the exercise of its over-subscription privilege in connection with the Rights Offering. Each holder of Common Stock as of November 20, 2023 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.222257 shares of Common Stock at the subscription price of $11.30 per whole share of Common Stock. The Rights Offering expired on January 17, 2024. The number of shares of Common Stock purchased by PFC SICAV was not determined until January 19, 2024. 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. 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. By: /s/ Dusan Senkypl 2024-01-23 By: /s/ Jan Barta 2024-01-23 Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board 2024-01-23 Pale Fire Capital SICAV a.s., By: /s/ Martin Trpak, Authorized Representative 2024-01-23