X0304 4 2011-03-20 0 0001490281 Groupon, Inc. GRPN 0001533913 Child Jason C/O GROUPON, INC. 600 WEST CHICAGO, SUITE 620 CHICAGO IL 60654 0 1 0 0 Chief Financial Officer Class A Common Stock 2011-03-20 4 M 0 65000 17.72 A 220856 D Class A Common Stock 2011-03-20 4 F 0 21388 17.72 D 199468 D Restricted Stock Units 2011-03-20 4 M 0 65000 0 D Class A Common Stock 65000 975000 D Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Pursuant to the terms of Mr. Child's employment agreement, 260,000 restricted stock units vested on December 20, 2011. The remainder of Mr. Child's restricted stock units will vest in 16 equal installments at the end of each subsequent three month period, beginning on March 20, 2012, subject to his continued employment with the Company through each vesting date. 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. /s/ David Schellhase, by Power of Attorney 2012-03-22