0001104659-11-060730.txt : 20111103 0001104659-11-060730.hdr.sgml : 20111103 20111103203251 ACCESSION NUMBER: 0001104659-11-060730 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111103 FILED AS OF DATE: 20111103 DATE AS OF CHANGE: 20111103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mason Andrew CENTRAL INDEX KEY: 0001533912 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 111179157 MAIL ADDRESS: STREET 1: C/O GROUPON, INC. STREET 2: 600 WEST CHICAGO AVENUE, SUITE 620 CITY: CHICAGO STATE: IL ZIP: 60654 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 830 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: (312) 604-5515 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 830 CITY: CHICAGO STATE: IL ZIP: 60610 3 1 a3.xml 3 X0204 3 2011-11-03 0 0001490281 Groupon, Inc. GRPN 0001533912 Mason Andrew C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 1 1 0 0 Chief Executive Officer Class A Common Stock 3300000 D Class A Common Stock 42634504 I See Footnote Class B Common Stock 0 2011-11-03 2016-10-31 Class A Common Stock 999984 I See Footnote The shares of Class A Common Stock reported on this line are held by the Andrew Mason Trust, dated April 6, 2010. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016. In addition to the disclosure in footnote (2) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Mason, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder. The shares of Class B Common Stock reported on this line are held by the Andrew Mason Trust, dated April 6, 2010. /s/ David Schellhase, by Power of Attorney 2011-11-03 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

SECTION 16 POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of David R. Schellhase, Bradley Downes, Matthew F. Bergmann and Karen A. Weber, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1.               Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Groupon, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

 

2.               Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any national quotation system, national securities exchange, stock exchange or similar authority; and

 

3.               Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of November, 2011.

 

 

/s/ Andrew Mason

 

Signature

 

 

 

Andrew Mason

 

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