SEC FORM 4

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^*

Williams Rich

(Last)

(First)

(Middle)

C/O GROUPON, INC.

600 WEST CHICAGO AVENUE, SUITE 620

(Street)

CHICAGO

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)
	President, North America

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/08/2015		M		3,646	A	$6.63	640,309	D
Class A Common Stock	05/08/2015		F⁽¹⁾		1,134	D	$6.63	639,175	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/08/2015		M			3,646	06/08/2012⁽³⁾	⁽³⁾	Class A Common Stock	3,646	$0.0000	3,646	D
Restricted Stock Units	⁽²⁾							03/01/2015⁽⁴⁾	⁽⁴⁾	Class A Common Stock	266,250		266,250	D
Restricted Stock Units	⁽²⁾							06/14/2013⁽⁵⁾	⁽⁵⁾	Class A Common Stock	24,000		24,000	D
Restricted Stock Units	⁽²⁾							07/26/2012⁽⁶⁾	⁽⁶⁾	Class A Common Stock	25,000		25,000	D
Restricted Stock Units	⁽²⁾							12/15/2013⁽⁷⁾	⁽⁷⁾	Class A Common Stock	350,000		350,000	D
Restricted Stock Units	⁽²⁾							12/31/2014⁽⁸⁾	⁽⁸⁾	Class A Common Stock	275,000		275,000	D
Restricted Stock Units	⁽²⁾							12/31/2015⁽⁹⁾	⁽⁹⁾	Class A Common Stock	237,676		237,676	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

3. The remaining restricted stock units reported on this line will vest on June 8, 2015, subject to Mr. Williams' continued employment with the Company through such vesting date.

4. 153,750 of the restricted stock units reported on this line will vest on June 1, 2015, and the remainder of the restricted stock units will vest quarterly in equal increments through December 1, 2016, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

5. The restricted stock units reported on this line will vest in equal increments on the 14th day of the first month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

6. The restricted stock units reported on this line will vest in equal increments on July 26, 2015, October 26, 2015, January 26, 2016 and April 26, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.

7. The restricted stock units reported on this line will vest in equal increments on the 15th day of first month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.

8. The restricted stock units reported on this line will vest in equal increments on the last day of first month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

9. 16,624 of the restricted stock units reported on this line will vest on December 31, 2015, 68,900 of the restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

	/s/ James Terpstra, by Power of Attorney	05/12/2015
	** 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).
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