Sec Form 3 Filing - RPD Fund Management LLC @ Groupon, Inc. - 2022-05-20

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RPD Fund Management LLC 2. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [ GRPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 767 THIRD AVE, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2022 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, par value $0.0001 per share 2,997,720 I See footnote( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call Option (Obligation to sell) $ 18 ( 2 ) 06/10/2022 Common Stock 150,000 I See footnote( 1 ) Call Option (Obligation to sell) $ 18 ( 2 ) 06/17/2022 Common Stock 769,800 I See footnote( 1 ) Call Option (Obligation to sell) $ 18 ( 2 ) 06/24/2022 Common Stock 65,000 I See footnote( 1 ) Call Option (Obligation to sell) $ 17 ( 2 ) 07/15/2022 Common Stock 30,000 I See footnote( 1 ) Call Option (Obligation to sell) $ 18 ( 2 ) 07/15/2022 Common Stock 1,717,900 I See footnote( 1 ) Call Option (Obligation to sell) $ 18.5 ( 2 ) 07/01/2022 Common Stock 300,000 I See footnote( 1 ) Call Option (Obligation to sell) $ 19 ( 2 ) 07/15/2022 Common Stock 235,000 I See footnote( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RPD Fund Management LLC 767 THIRD AVE 35TH FLOOR NEW YORK, NY10017 X RPD Opportunity Fund LP 767 THIRD AVE 35TH FLOOR NEW YORK, NY10017 X OKUMUS AHMET H C/O OKUMUS FUND MANAGEMENT LTD. 767 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10022 X Signatures RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member 05/27/2022 Signature of Reporting Person Date RPD Opportunity LLC, By: /s/ Ahmet H. Okumus, Managing Member 05/27/2022 Signature of Reporting Person Date RPD Opportunity Fund LP, By: RPD Opportunity LLC, its general partner, By: /s/ Ahmet H. Okumus, Managing Member 05/27/2022 Signature of Reporting Person Date /s/ Ahmet H. Okumus 05/27/2022 Signature of Reporting Person Date

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.

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 Number.