Statement of Changes in Beneficial Ownership (4)
Source: Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Randolfi Michael O2. Issuer Nameand 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)
CFO(Last) (First) (Middle)
C/O GROUPON, INC., 600 WEST CHICAGO AVENUE, SUITE 4003. Date of Earliest Transaction(MM/DD/YYYY)
10/25/2018(Street)
CHICAGO, IL 60654(City) (State) (Zip)4. If Amendment, Date Original Filed(MM/DD/YYYY)
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 Owned1.Title of Security
(Instr. 3)2. Trans. Date2A. Deemed Execution Date, if any3. Trans. 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)CodeVAmount(A) or (D)PriceCommon Stock 10/25/2018 M 47143 A$0 461211 D Common Stock 10/25/2018 F (1) 20885 D$3.28 440326 D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)1. Title of Derivate Security
(Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of SharesRestricted Stock Units (2)10/25/2018 M 47143 4/25/2017 (3) (3)Common Stock 47143.0 $0 94286 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 Common Stock.(3) 287,581 of the restricted stock units reported on this line vested on April 25, 2017; 220,000 of the restricted stock units reported on this line vested quarterly in four equal installments beginning on July 25, 2017; and 188,572 of the restricted stock units reported on this line will vest quarterly in four equal installments beginning on July 25, 2018, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.
Reporting Owners
Reporting Owner Name / AddressRelationshipsDirector10% OwnerOfficerOtherRandolfi Michael O
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE, SUITE 400
CHICAGO, IL 60654
CFO
Signatures
/s/ Erin G. Stone, by Power of Attorney10/29/2018** Signature of Reporting PersonDate
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.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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