SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RPD Fund Management LLC (Last) (First) (Middle) 767 THIRD AVE 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2022	3. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [ GRPN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	2,997,720	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (Obligation to sell)	(2)	06/10/2022	Common Stock	150,000	$18	I	See footnote(1)
Call Option (Obligation to sell)	(2)	06/17/2022	Common Stock	769,800	$18	I	See footnote(1)
Call Option (Obligation to sell)	(2)	06/24/2022	Common Stock	65,000	$18	I	See footnote(1)
Call Option (Obligation to sell)	(2)	07/15/2022	Common Stock	30,000	$17	I	See footnote(1)
Call Option (Obligation to sell)	(2)	07/15/2022	Common Stock	1,717,900	$18	I	See footnote(1)
Call Option (Obligation to sell)	(2)	07/01/2022	Common Stock	300,000	$18.5	I	See footnote(1)
Call Option (Obligation to sell)	(2)	07/15/2022	Common Stock	235,000	$19	I	See footnote(1)

1. Name and Address of Reporting Person* RPD Fund Management LLC (Last) (First) (Middle) 767 THIRD AVE 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RPD Opportunity Fund LP (Last) (First) (Middle) 767 THIRD AVE 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OKUMUS AHMET H (Last) (First) (Middle) C/O OKUMUS FUND MANAGEMENT LTD. 767 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein.

2. The call options may be exercised at any time prior to the expiration date.

	RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	RPD Opportunity LLC, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	RPD Opportunity Fund LP, By: RPD Opportunity LLC, its general partner, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	/s/ Ahmet H. Okumus	05/27/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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