0001490281-21-000050.txt : 20210421 0001490281-21-000050.hdr.sgml : 20210421 20210421191528 ACCESSION NUMBER: 0001490281-21-000050 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210412 FILED AS OF DATE: 20210421 DATE AS OF CHANGE: 20210421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Herauf Jeremy CENTRAL INDEX KEY: 0001856332 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 21842802 MAIL ADDRESS: STREET 1: 600 W. CHICAGO AVENUE STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 3 1 wf-form3_161904691302187.xml FORM 3 X0206 3 2021-04-12 0 0001490281 Groupon, Inc. GRPN 0001856332 Herauf Jeremy 600 W CHICAGO AVE CHICAGO IL 60654 0 1 0 0 Chief Accounting Officer Common Stock 7198 D Restricted Stock Units 2022-01-02 Common Stock 542.0 D Restricted Stock Units 2021-06-05 Common Stock 438.0 D Restricted Stock Units 2021-05-20 Common Stock 3248.0 D Restricted Stock Units 2021-06-05 Common Stock 1893.0 D The RSUs reported on this line vest in two equal installments on January 2, 2022 and January 2, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The RSUs reported on this line vest on June 5, 2021, subject to Mr. Herauf's continued employment with the Company through each vesting date. The RSUs reported on this line vest in three equal installments on May 20, 2021, May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date. The RSUs reported on this line vest in two equal installments on June 5, 2021 and June 5, 2022, subject to Mr. Herauf's continued employment with the Company through each vesting date. /s/ Erin G. Stone 2021-04-21 EX-24 2 section16poa_herauf.htm POWER OF ATTORNEY

SECTION 16 POWER OF ATTORNEY


        Know all by these presents, that the undersigned hereby constitutes and appoints each of Dane A. Drobny, Erin G. Stone and Oriana Pietrangelo, signing singly, the undersignedTMs true and lawful attorney-in-fact to:


1. Execute for and on behalf of the undersigned, in the undersignedTMs capacity as an officer and/or director of Groupon, Inc. (the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any national quotation system, national securities exchange, stock exchange or similar authority; and

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-factTMs discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-factTMs substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersignedTMs responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersignedTMs holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of April, 2021.




By:  /s/ Jeremy Herauf
Name: Jeremy Herauf





CHI:2590279.1