X0206 3 2015-06-03 0 0001490281 Groupon, Inc. GRPN 0001644821 Kayman Brian C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 1 Interim CFO Class A Common Stock 197571.0000 D Class A Common Stock 43.0000 I By Son Restricted Stock Units 2015-02-17 Class A Common Stock 182188.0000 D Restricted Stock Units 2015-12-31 Class A Common Stock 43501.0000 D The restricted stock units reported on this line will vest in equal increments on the 17th day of the second month of each calendar quarter through Feb. 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. 4,563 of the restricted stock units reported on this line will vest on Dec. 31, 2015, 30,150 restricted stock units will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 8,788 restricted stock units will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, subject to Mr. Kayman's continued employment with the Company through each vesting date. ex24kayman.txt /s/ Erin G. Stone, by Power of Attorney 2015-06-15