X0306 4 2012-09-18 0 0001490281 Groupon, Inc. GRPN 0001320194 Holden Jeffrey C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 0 1 0 0 SVP - Product Management Class A Common Stock 2012-09-18 4 M 0 13021 A 155831 D Class A Common Stock 2012-09-18 4 F 0 5398 4.69 D 150433 D Class A Common Stock 3400 I Holden Family Generation-Skipping Trust 2008 Restricted Stock Units 2012-09-18 4 M 0 13021 0 D Class A Common Stock 13021 716110 D Restricted Stock Units Class A Common Stock 445625 445625 D Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities. One-sixth of Mr. Holden's 937,500 restricted stock units vested on April 18, 2012, and the remaining restricted stock units will vest in 60 equal installments on the 18th day of each month, beginning on May 18, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date. The restricted stock units will vest in 32 equal installments each quarter, beginning on July 26, 2012, subject to Mr. Holden's continued employment with the Company through each vesting date. The restricted stock units were originally scheduled to vest beginning on July 26, 2013, however the grant was amended to change the first vesting date to July 26, 2012. /s/ David Schellhase, by Power of Attorney 2012-09-19