0001490281-23-000002.txt : 20230104 0001490281-23-000002.hdr.sgml : 20230104 20230104202134 ACCESSION NUMBER: 0001490281-23-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230102 FILED AS OF DATE: 20230104 DATE AS OF CHANGE: 20230104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drobny Dane A CENTRAL INDEX KEY: 0001492144 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 23509383 MAIL ADDRESS: STREET 1: 600 W. CHICAGO AVE 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 4 1 wf-form4_167288167795226.xml FORM 4 X0306 4 2023-01-02 0 0001490281 Groupon, Inc. GRPN 0001492144 Drobny Dane A C/O GROUPON, INC. 600 WEST CHICAGO AVENUE CHICAGO IL 60654 0 1 0 0 Chief Admin Officer, GC & Sec Common Stock 2023-01-02 4 M 0 6099 0 A 136991 D Common Stock 2023-01-02 4 F 0 3026 8.58 D 133965 D Common Stock 2023-01-02 4 M 0 4066 0 A 138031 D Common Stock 2023-01-02 4 F 0 2017 8.58 D 136014 D Common Stock 2023-01-02 4 M 0 2354 0 A 138368 D Common Stock 2023-01-02 4 F 0 1168 8.58 D 137200 D Common Stock 2023-01-02 4 M 0 7755 0 A 144955 D Common Stock 2023-01-02 4 F 0 3748 8.58 D 141207 D Restricted Stock Units 2023-01-02 4 M 0 6099 0 D 2022-01-02 Common Stock 6099.0 0 D Restricted Stock Units 2023-01-02 4 M 0 4066 0 D 2022-01-02 Common Stock 4066.0 0 D Performance Share Units 2023-01-02 4 M 0 2354 0 D 2021-01-02 Common Stock 2354.0 0 D Performance Share Units 2023-01-02 4 M 0 7755 0 D 2022-01-02 Common Stock 7755.0 0 D Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units or performance share units, as applicable. This is not an open market sale of securities. Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date. Each performance share unit represents a contingent right to receive one share of Common Stock. The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date. These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date. /s/ Dane Drobny 2023-01-04