_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Linda Garcia

U.S. Bank National Association

190 S. LaSalle Street

Chicago, IL 60603

(312) 332-6781

(Name, address and telephone number of agent for service)

Groupon, Inc.

(Issuer with respect to the Securities)

Delaware	27-0903295
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 West Chicago Avenue Chicago, IL	60654
(Address of Principal Executive Offices)	(Zip Code)

3.25% Convertible Senior Notes Due 2022

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)    Name and address of each examining or supervising authority to which it is subject.

            Comptroller of the Currency

            Washington, D.C.

        b)    Whether it is authorized to exercise corporate trust powers.

        Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

    1. A copy of the Articles of Association of the Trustee.*

    2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

        3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

        4.    A copy of the existing bylaws of the Trustee.**

    5.    A copy of each Indenture referred to in Item 4. Not applicable.

    6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.    Report of Condition of the Trustee as of September 30, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

    * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

    ** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

    Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 25th of February, 2021.

By:    /s/ Linda Garcia________

Linda Garcia

Vice President

Exhibit 2

3

Exhibit 3

4

5

Exhibit 6

CONSENT

    In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 25, 2021

                    By:    /s/ Linda Garcia_________

Linda Garcia

Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2020

($000’s)

__9/30/2020

Assets

Cash and Balances Due From              $ 43,891,940

Depository Institutions

Securities              132,530,990

Federal Funds              898

Loans & Lease Financing Receivables              307,196,612

Fixed Assets               7,598,340

Intangible Assets              12,549,045

Other Assets              26,728,893

Total Assets          $530,496,718

Liabilities

Deposits            $426,766,411

    Fed Funds             1,460,030

    Treasury Demand Notes                 0

    Trading Liabilities              859,917

    Other Borrowed Money             29,719,033

    Acceptances                 0

    Subordinated Notes and Debentures             3,850,000

    Other Liabilities             14,732,819

Total Liabilities         $477,388,210

Equity

Common and Preferred Stock             18,200

    Surplus             14,266,915

    Undivided Profits             38,022,958

Minority Interest in Subsidiaries             800,435

Total Equity Capital         $53,108,508

Total Liabilities and Equity Capital              $530,496,718

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