SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Child Jason
(Last) (First) (Middle)
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/03/2014 S 100,000 D $8.3(1) 315,102 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 11/05/2013(3) (3) Class A Common Stock 27,800 27,800 D
Restricted Stock Units (2) 12/15/2013(4) (4) Class A Common Stock 585,000 585,000 D
Restricted Stock Units (2) 12/20/2011(5) (5) Class A Common Stock 520,000 520,000 D
Restricted Stock Units (2) 12/31/2014(6) (6) Class A Common Stock 400,000 400,000 D
Explanation of Responses:
1. The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on March 3, 2014. The price per share for such transactions ranged from $8.18 to $8.41. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
3. Twenty-five percent (25%) of the restricted stock units reported on this line will vest on November 5, 2013, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following three quarters, beginning on February 5, 2014, subject to Mr. Child's continued employment with the Company through each vesting date.
4. Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 15, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on March 15, 2014, subject to Mr. Child's continued employment with the Company through each vesting date.
5. 260,000 restricted stock units vested on December 20, 2011. The remainder of Mr. Child's restricted stock units will vest in 16 equal installments at the end of each subsequent three month period, beginning on March 20, 2012, subject to his continued employment with the Company through each vesting date.
6. 50,000 of the restricted stock units reported on this line will vest on December 31, 2014, 12,500 of the restricted stock units will vest each quarter, beginning on March 31, 2015, during calendar year 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following eight quarters, beginning on March 31, 2016, in each case subject to Mr. Child's continued employment with the Company through each vesting date.
/s/ David Schellhase, by Power of Attorney 03/03/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.