Exhibit

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.



800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Linda Garcia

U.S. Bank National Association

190 S. LaSalle
Chicago, IL 60603
(312) 332-6781

(Name, address and telephone number of agent for service)

Groupon, Inc.

(Issuer with respect to the Securities)



Delaware	27-0903295
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



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

3.25% Convertible Senior Notes due 2022

(Title of the Indenture Securities)

FORM T-1


Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes


Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None


Items 3-15	Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.


1.	A copy of the Articles of Association of the Trustee.*


2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.


3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.


4.	A copy of the existing bylaws of the Trustee.**


5.	A copy of each Indenture referred to in Item 4. Not applicable.


6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.


7.	Report of Condition of the Trustee as of September 30, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 14^th of February, 2018.



By:	/s/ Linda Garcia
	Name:	Linda Garcia
	Title:	Vice President

Exhibit 2

Exhibit 3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 14, 2018



By:	/s/ Linda Garcia
	Name:	Linda Garcia
	Title:	Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2017

($000’s)



		9/30/2017
Assets
	Cash and Balances Due From	$	20,502,653
	Depository Institutions
	Securities	110,797,206
	Federal Funds	24,647
	Loans & Lease Financing Receivables	277,953,611
	Fixed Assets	4,538,527
	Intangible Assets	12,820,876
	Other Assets	25,614,306
	Total Assets	$	452,251,826

Liabilities
	Deposits	$	353,914,855
	Fed Funds	992,263
	Treasury Demand Notes	0
	Trading Liabilities	989,885
	Other Borrowed Money	31,965,947
	Acceptances	0
	Subordinated Notes and Debentures	3,300,000
	Other Liabilities	14,438,977
	Total Liabilities	$	405,601,927

Equity
	Common and Preferred Stock	$	18,200
	Surplus	14,266,915
	Undivided Profits	31,565,657
	Minority Interest in Subsidiaries	799,127
	Total Equity Capital	$	46,649,899

Total Liabilities and Equity Capital		$	452,251,826