S-8

As filed with the Securities and Exchange Commission on August 10, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GROUPON, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 27-0903295 (I.R.S. Employer Identification Number)

600 West Chicago Avenue, Suite 400 Chicago, Illinois (Address of Principal Executive Offices) 60654 (Zip Code)

Groupon, Inc. 2011 Incentive Plan

(Full title of the plan)

Jiří Ponrt

Chief Financial Officer

Groupon, Inc.

600 West Chicago Avenue, Suite 400

Chicago, Illinois 60654

(Name and address of agent for service)

(312) 334-1579

(Telephone number, including area code, of agent for service)

copies to:

Steven J. Gavin, Esq.

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

312-558-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	Accelerated filer
Non-accelerated filer      (Do not check if smaller reporting company)	Smaller reporting company
	Emerging growth company

EXPLANATORY NOTE

    Pursuant to General Instruction E of Form S-8, this registration statement (the “Registration Statement”) registers an additional 1,900,000 shares of common stock, par value $0.0001 of Groupon, Inc. (the “Registrant”) that may be awarded under the Groupon, Inc. 2011 Incentive Plan, as amended. The contents of the registration statements on Form S-8 as filed on October 31, 2016 (File No. 333-214351), July 30, 2019 (File No. 333-232902) and August 8, 2022 (File No. 333-266661) are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” into this Registration Statement the information we file with them, which means that we can disclose important information to you by referring to those documents. Any statement contained or incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. We incorporate by reference into this Registration Statement the following documents:

(a)Annual Report on Form 10-K for the year ended December 31, 2022;

(b)Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023;

(c)Current Reports on Form 8-K filed with the SEC on January 30, 2023, February 16, 2023, March 15, 2023, March 31, 2023, April 13, 2023 (Item 5.02), April 13, 2023 (Item 8.01), April 21, 2023, June 21, 2023 and July 7, 2023;

(d)the description of our Common Stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023), and as amended by any subsequent amendment or any report filed for the purpose of updating such description; and

(e)all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of the offering of securities under this prospectus.

Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02, Item 7.01 or Item 9.01 of Form 8-K.

Item 8.    Exhibits.

Exhibit Number	Description
4.1	Amended and Restated Groupon, Inc. 2011 Incentive Plan, as amended (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on May 1, 2023)
5.1*	Opinion of Winston & Strawn LLP
23.1*	Consent of Deloitte & Touche LLP
23.2	Consent of Winston & Strawn LLP (included in opinion filed as Exhibit 5.1)
24.1	Powers of Attorney (included on signature page)
107*	Filing Fee Table

*    Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois on this 10th day of August, 2023.

GROUPON, INC.
By:	/s/ Jiří Ponrt
	Jiří Ponrt
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Dušan Šenkypl and Jiří Ponrt his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dušan Šenkypl	Interim Chief Executive Officer and Director	August 10, 2023
Dušan Šenkypl	(Principal Executive Officer)
/s/ Jiří Ponrt	Chief Financial Officer	August 10, 2023
Jiří Ponrt	(Principal Financial Officer)
/s/ Kyle Netzly	Interim Chief Accounting Officer	August 10, 2023
Kyle Netzly	(Principal Accounting Officer)
/s/ Theodore J. Leonsis	Chairman of the Board	August 10, 2023
Theodore J. Leonsis
/s/ Robert J. Bass	Director	August 10, 2023
Robert J. Bass
/s/ Eric Lefkofsky	Director	August 10, 2023
Eric Lefkofsky
/s/ Jan Barta	Director	August 10, 2023
Jan Barta
/s/ Jason Harinstein	Director	August 10, 2023
Jason Harinstein

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8(Form Type)

GROUPON, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule (1)	Amount Registered (2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	Other	1,900,000	$7.89	$14,991,000	.00011020	$1,652.01
Total Offering Amounts					$14,991,000		$1,652.01
Net Fee Due							$1,652.01

(1) Fee calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) 1,900,000additional shares of Common Stock, par value $0.0001 (the “Shares”) of Groupon, Inc. covered by this registration statement (the “Registration Statement”) are authorized and reserved for issuance under the Groupon, Inc. 2011 Incentive Plan (as amended or amended and restated, the “Plan”). In accordance with Rule 416(a) under the Securities Act, this Registration Statement shall be deemed to cover any additional Shares that become issuable under the Plan to prevent dilution from stock splits, stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and based upon the average high and low prices of a Share, as reported on the NASDAQ Global Select Market on August 4, 2023, a date within five business days of the date of this Registration Statement.

EX-5.1

Exhibit 5.1

August 10, 2023

Groupon, Inc.

600 West Chicago Avenue

Suite 400

Chicago, Illinois 60654

Ladies and Gentlemen:

We have acted as special counsel to Groupon, Inc., a Delaware corporation (the “Company”), in connection with the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of the offer and sale of up to 1,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the terms and in the manner set forth in the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”).

This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Act”).

In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) the Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Certificate of Amendment to the Restated Certificate of Incorporation of the Company; (iv) the Amended and Restated By-Laws of the Company, as currently in effect; (v) the Amendment to the Amended and Restated By-Laws of the Company; (vi) the Plan; and (vii) unanimous written consent of the board of directors of the Company relating to, among other things, the approval of the Plan, the reservation for issuance of the Shares issuable thereunder and the filing of the Registration Statement. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion letter is being furnished solely for the Company’s benefit in connection with the offer, sale and issuance of the Shares and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Winston & Strawn LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 16, 2023 relating to the financial statements and financial statement schedule of Groupon, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Groupon, Inc. for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

Chicago, Illinois

August 10, 2023