X0306 4 2015-10-15 0 0001490281 Groupon, Inc. GRPN 0001005561 BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Deferred Stock Unit Award (Right to Receive) 0.00 2015-10-15 4 A 0 5416 0.00 A Class A Common Stock 5416 59639 D The Reporting Person has received an exempt award of Deferred Stock Units ("DSUs") under the Issuer's Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Issuer's Class A Common Stock (or, in the sole discretion of the Issuer'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 the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and 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. /s/ Louis Citron, attorney-in-fact 2015-10-19