X0306 4 2015-06-01 1 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 2015-06-01 4 M 0 110750.0000 6.2800 A 753971.0000 D Class A Common Stock 2015-06-01 4 F 0 50613.0000 6.2800 D 703358.0000 D Restricted Stock Units 2015-06-01 4 M 0 110750.0000 0.0000 D 2015-03-01 Class A Common Stock 110750.0000 112500.0000 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. 18,750 of the restricted stock units reported on this line vested on March 1, 2015, 110,750 of the restricted stock units vested on June 1, 2015, and the remainder of the restricted stock units will vest in equal increments at the end of each of the following six quarters beginning on September 1, 2015, in each case subject to Mr. Child's continued employment with the Company through each vesting date. Mr. Child resigned as Chief Financial Officer of Groupon, Inc. on June 3, 2015. /s/ James Terpstra, by Power of Attorney 2015-06-03