X0204 3 2011-11-03 0 0001490281 Groupon, Inc. GRPN 0001294735 Schellhase David C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 0 1 0 0 General Counsel Restricted Stock Units Class A Common Stock 437500 D Twenty percent (20%) of the restricted stock units reported on this line will vest on June 1, 2012 and the remainder of the restricted stock units will vest in 48 equal installments at the end of each month, beginning on June 30, 2012, subject to Mr. Schellhase's continued employment with the Company through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. /s/ David Schellhase 2011-11-03