S-1MEF

As filed with the Securities and Exchange Commission on November 3, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Groupon, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation
or organization) 27-0903295
(I.R.S. Employer Identification No.)

600 West Chicago Avenue, Suite 620

Chicago, Illinois 60654

312-676-5773

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Andrew D. Mason

Chief Executive Officer

Groupon, Inc.

600 West Chicago Avenue, Suite 620

Chicago, Illinois 60654

312-676-5773

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Steven J. Gavin, Esq. Matthew F. Bergmann, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 312-558-5600 David R. Schellhase, Esq. General Counsel Groupon, Inc. 600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 Peter M. Astiz, Esq. Gregory M. Gallo, Esq. Jason C. Harmon, Esq. DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303 650-833-2036

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box.  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  (File No. 333-174661)

If this form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A Common Stock, $0.0001 par value	5,750,000	$	20.00	$	115,000,000	$	13,179

(1)The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.  The registrant previously registered securities at an aggregate offering price not to exceed $621,000,000 on a Registration Statement on Form S-1 (File No. 333-174661), which was declared effective by the Securities and Exchange Commission on November 3, 2011.  In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $115,000,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option.

This Registration Statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-1 (this “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering 5,750,000 shares of Class A Common Stock, par value $0.0001 per share, of Groupon, Inc.  This 462(b) Registration Statement relates to the initial public offering of shares of Class A Common Stock contemplated by the Registration Statement on Form S-1 (File No. 333-174661), which was initially filed on June 2, 2011, and which, as amended, was declared effective by the Securities and Exchange Commission on November 3, 2011.  Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-174661), including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16.               EXHIBITS

The following Exhibits are filed as part of this Registration Statement:

Exhibit Number	Description
5.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Ernst & Young LLP for Groupon, Inc.
23.2	Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft.
23.3	Consent of Ernst & Young ShinNihon LLC.
23.4	Consent of Ernst & Young LLP for Ludic Labs, Inc. and Goodrec, Inc.
23.5	Consent of Winston & Strawn LLP (included in Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on the 3rd day of November, 2011.

Groupon, Inc.
/s/ Andrew D. Mason
Name:	Andrew D. Mason
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Andrew D. Mason	President, Chief Executive Officer and	November 3, 2011
Andrew D. Mason	Director
	(Principal Executive Officer)
*	Chief Financial Officer	November 3, 2011
Jason E. Child	(Principal Financial Officer)
*	Chief Accounting Officer	November 3, 2011
Joseph Del Preto	(Principal Accounting Officer)
*	Director	November 3, 2011
Peter J. Barris
*	Director	November 3, 2011
Kevin J. Efrusy
*	Director	November 3, 2011
Mellody Hobson
*	Director	November 3, 2011
Bradley A. Keywell
*	Director	November 3, 2011
Eric P. Lefkofsky
*	Director	November 3, 2011
Theodore J. Leonsis
*	Director	November 3, 2011
Howard Schultz

By:	/s/ Andrew D. Mason
	Andrew D. Mason, as attorney-in-fact

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EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Ernst & Young LLP for Groupon, Inc.
23.2	Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft.
23.3	Consent of Ernst & Young ShinNihon LLC.
23.4	Consent of Ernst & Young LLP for Ludic Labs, Inc. and Goodrec, Inc.
23.5	Consent of Winston & Strawn LLP (included in Exhibit 5.1).

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EX-5.1

Exhibit 5.1

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

November 3, 2011

Groupon, Inc.

600 West Chicago Avenue

Suite 620

Chicago, IL  60654

Re:Form S-1 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel to Groupon, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-1 (the “Registration Statement”), filed on November 3, 2011 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and the Company’s registration statement on Form S-1 (File No. 333-174661) (the “Related Registration Statement”), originally filed on June 2, 2011 with the Commission, as amended.  The Registration Statement and the Related Registration Statement relate to the registration of the offer and sale by the Company of up to 40,250,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), including up to 5,250,000 shares of Class A Common Stock that may be offered and sold by the Company to cover over-allotments (together, the “Shares”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinion set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinion, including the Sixth Amended and Restated Certificate of Incorporation of the Company filed as Exhibit 3.2 to the Related Registration Statement, which was filed with the Secretary of State of the State of Delaware on October 31, 2011.  In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  As to any facts material to the opinion expressed herein that we did not independently establish or

verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when the Shares are delivered to the Company’s underwriters against payment of the agreed consideration therefor in accordance with the underwriting agreement, the Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon and limited to the General Corporation Law of the State of Delaware, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing.  We express no opinion herein as to any other laws, statutes, regulations or ordinances.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Related Registration Statement.  In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Winston & Strawn LLP

Winston & Strawn LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and our reports dated June 2, 2011 (except for Note 2, as to which the date is October 20, 2011 and the “Stock Splits” section of Note 3, as to which the date is October 31, 2011), with respect to the consolidated financial statements and schedule of Groupon, Inc. in the Registration Statement (Form S-1 No. 333-174661) and related Prospectus of Groupon, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young

Chicago, Illinois

November 3, 2011

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” to the use of our report dated May 31, 2011 (except for Note 2, as to which the date is October 20, 2011), with respect to the consolidated statements of operations, comprehensive loss and cash flows of CityDeal Europe GmbH included the Registration Statement (Form S-1 No. 333-174661) and related Prospectus of Groupon, Inc. for the registration of shares of its common stock.

Ernst & Young GmbH

Wirtschaftsprüfungsgesellschaft

Berlin, Germany

Novermber 3, 2011

/s/Jantz	/s/Stander
(Jantz)	(Stander)
Certified Public Accountant	Wirtschaftsprüfer

EX-23.3

Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and our report dated May 25, 2011, (except for Note 2, as to which the date is October 20, 2011), with respect to the financial statements of Qpod.inc for the period from June 4, 2010 to August 11, 2010 included in Registration Statement (Form S-1 No. 333-174661) and related Prospectus of Groupon, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

November 3, 2011

EX-23.4

Exhibit 23.4

Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and of our reports dated July 13, 2011 for Ludic Labs, Inc. and Goodrec, Inc. in the Registration Statement (Form S-1 No. 333-174661) and related Prospectus of Groupon, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Chicago, Illinois

November 3, 2011