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