X0306 4 2013-06-13 0001490281 Groupon, Inc. GRPN 0001114357 LEFKOFSKY ERIC P C/O GROUPON, INC. 600 WEST CHICAGO AVENUE CHICAGO IL 60654 1 1 1 Office of the Chief Executive Class A Common Stock 2013-06-13 4 A 0 18221.0000 0.0000 A 22306.0000 D Class A Common Stock 2013-06-13 4 A 0 9149.0000 0.0000 A 31455.0000 D Class A Common Stock 330246.0000 I By 600 West Groupon LLC Class A Common Stock 109364216.0000 I By Green Media LLC Deferred Stock Unit Award (Right to Receive) 0.0000 Class A Common Stock 14685.7820 14685.7820 D Class B Common Stock 0.0000 2011-11-03 2016-10-31 Class A Common Stock 999984.0000 999984.0000 I By Green Media LLC Pursuant to his arrangement as a member of the Office of the Chief Executive, Mr. Lefkofsky has received these shares, which vest immediately, as his current period compensation. This line item does not represent a new transaction and solely reflects the movement to Table I of restricted stock units granted to Mr. Lefkofsky on June 19, 2012, which were previously timely reported in Table II. 25% of the restricted stock units granted on June 19, 2012 will vest on June 19, 2013, and the remaining restricted stock units will vest in 12 equal installments at the end of each subsequent quarter, beginning on September 19, 2013, subject to Mr. Lefkofsky's continued service as a director of the Issuer through each vesting date. The shares of Class A Common Stock reported on this line are held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC. The shares of Class A Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC. Mr. Lefkofksy 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 the Groupon's common stock (or, in the sole discretion of the 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. Lefkofksy 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. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016. In addition to the disclosure in footnote 7 each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Lefkofsky, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder. The shares of Class B Common Stock reported on this line are held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC. /s/ David Schellhase, by Power of Attorney 2013-06-17