X0305 4 2012-06-19 0 0001490281 Groupon, Inc. GRPN 0001452645 Leonsis Theodore C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 1 0 0 0 Class A Common Stock 678770 D Deferred Stock Unit (Right to Receive) 0 Class A Common Stock 3547.645 3547.645 D Stock Option (Right to Buy) 0.0467 2019-06-11 Class A Common Stock 1170000 1170000 D Restricted Stock Units 2012-06-19 4 A 0 9149 0 A Class A Common Stock 9149 9149 D Mr. Leonsis has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Groupon's common stock (or, in the sole discretion of Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Leonsis has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directorsand any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested. The options reported on this line vested in three equal installments on June 11, 2009, June 11, 2010 and June 11, 2011. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. 25% of the restricted stock units on this line will vest on June 19, 2013, and and the remaining restricted stock units will vest in 12 equal installments at the end of each quarter, beginning on September 19, 2013, subject to Mr. Leonsis' continued service as a director of the Company through each vesting date. /s/ David Schellhase, by power of attorney 2012-06-21