X0306 4 2012-07-31 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 2012-07-31 4 S 0 55000 6.8734 D 182525 D Restricted Stock Units Class A Common Stock 910000 910000 D Sale of common stock pursuant to a 10b5-1 trading plan entered into on Feburary 29, 2012. The price is the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line is between $6.65 and $7.03 per share. Full information regarding the number of shares purchased at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer. 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. /s/ David Schellhase, by Power of Attorney 2012-08-01