X0305 4 2012-06-19 0 0001490281 Groupon, Inc. GRPN 0001552681 Bass Robert J C/O GROUPON, INC. 600 WEST CHICAGO AVE., SUITE 620 CHICAGO IL 60654 1 0 0 0 Restricted Stock Units 2012-06-19 4 A 0 9149 0 A Class A Common Stock 9149 9149 D 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. Bass' continued service as a director of the Company through each vesting date. /s/ Daniel Horwood, by power of attorney 2012-06-21