X0306 4 2015-09-15 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 2015-09-15 4 M 0 12500.0000 0.0000 A 230094.0000 D Class A Common Stock 2015-09-15 4 F 0 5673.0000 4.1900 D 224421.0000 D Class A Common Stock 43.0000 I By Son Restricted Stock Units 2015-09-15 4 M 0 12500.0000 0.0000 D 2015-08-15 Class A Common Stock 12500.0000 100000.0000 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. 12,500 of the restricted stock units reported on this line will vest monthly over a ten-month period beginning on August 15, 2015, subject to Mr. Kayman's continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the restricted stock units reported on this line are fully vested, any unvested restricted stock units shall be forfeited. /s/ Erin G. Stone, by Power of Attorney 2015-09-16