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Tuesday, November 04, 2014 7:06:11 PM
Nothing wrong with taking profits!
Expect a lot more of this in the next week or two
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Viswanath Sri
(Last) (First) (Middle)
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE, SUITE 620
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Engineering and Operations
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/31/2014 M 62,500 A $7.31 127,417 D
Class A Common Stock 10/31/2014 F(1) 23,619 D $7.31 103,798 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 10/31/2014 M 62,500 07/13/2013(3) (3) Class A Common Stock 62,500 $0.0000 625,000 D
Restricted Stock Units (2) 12/31/2014(4) (4) Class A Common Stock 270,000 270,000 D
Explanation of Responses:
1. 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.
2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
3. 62,500 of the restricted stock units reported on this line vested on July 13, 2013, and the remaining restricted stock units vest quarterly in 15 equal installments, beginning on October 31, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.
4. 120,000 of the restricted stock units reported on this line will vest on December 31, 2014, 17,500 of the restricted stock units will vest quarterly beginning on March 31, 2015, during calendar year 2015, 7,500 of the restricted stock units will vest quarterly beginning on March 31, 2016, during calendar year 2016, and 12,500 of the restricted stock units will vest quarterly beginning on March 31, 2017, during calendar year 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.
/s/ Daniel L. Horwood, by Power of Attorney 11/04/2014
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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