X0306 4 2014-05-05 0001490281 Groupon, Inc. GRPN 0001533913 Child Jason C/O GROUPON, INC. 600 WEST CHICAGO AVENUE CHICAGO IL 60654 1 Chief Financial Officer Class A Common Stock 2014-05-05 4 M 0 13900.0000 6.8900 A 360233.0000 D Class A Common Stock 2014-05-05 4 F 0 6527.0000 6.8900 D 353706.0000 D Restricted Stock Units 2014-05-05 4 M 0 13900.0000 0.0000 D 2013-11-05 Class A Common Stock 13900.0000 13900.0000 D Restricted Stock Units 2013-12-15 Class A Common Stock 536250.0000 536250.0000 D Restricted Stock Units 2011-12-20 Class A Common Stock 455000.0000 455000.0000 D Restricted Stock Units 2014-12-31 Class A Common Stock 400000.0000 400000.0000 D 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. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Twenty-five percent (25%) of the restricted stock units reported on this line will vest on November 5, 2013, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following three quarters, beginning on February 5, 2014, subject to Mr. Child's continued employment with the Company through each vesting date. Twenty-five percent (25%) of the restricted stock units reported on this line will vest on December 15, 2013 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on March 15, 2014, subject to Mr. Child's continued employment with the Company through each vesting date. 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. 50,000 of the restricted stock units reported on this line will vest on December 31, 2014, 12,500 of the restricted stock units will vest each quarter, beginning on March 31, 2015, during calendar year 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following eight quarters, beginning on March 31, 2016, in each case subject to Mr. Child's continued employment with the Company through each vesting date. /s/ David Schellhase, by Power of Attorney 2014-05-07