Sec Form 4 Filing - Barta Jan @ Groupon, Inc. - 2022-04-19

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 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

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1. Name and Address of Reporting Person Barta Jan 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 _____ Officer (give title below) X __ Other (specify below) See Footnote 1 (Last) (First) (Middle) NA BATERIICH 104/35, BREVNOV 3. Date of Earliest Transaction (MM/DD/YY) 04/19/2022 (Street) PRAGUE, 2N16200 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( 1 ) 04/19/2022 P 22,021 A $ 20.101 1,365,596 D( 2 ) Common Stock( 1 ) 04/19/2022 P 200 A $ 19.445 1,344,451 D( 3 ) Common Stock( 1 ) 04/19/2022 P 84,602 A $ 20.5748 1,429,053 D( 3 ) Common Stock( 1 ) 04/20/2022 P 43,003 A $ 20.083 1,408,599 D( 2 ) Common Stock( 1 ) 04/20/2022 P 44,270 A $ 20.0945 1,473,323 D( 3 ) Common Stock( 1 ) 04/21/2022 P 41,845 A $ 19.89 1,450,444 D( 2 ) Common Stock( 1 ) 04/21/2022 P 73,520 A $ 19.891 1,546,843 D( 3 ) Common Stock( 1 ) 04/21/2022 P 3,200 A $ 19.581 1,550,043 D( 3 ) Common Stock( 1 ) 1,108,507 I By Pale Fire Capital SE( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barta Jan NA BATERIICH 104/35, BREVNOV PRAGUE, 2N16200 See Footnote 1 Senkypl Dusan JESTRABI 493, OSNICE JESENICE, 2N252 42 See Footnote 1 Pale Fire Capital SE ZATECKA 55/14, JOSEFOV PRAGUE, 2N110 00 See Footnote 1 Signatures By: /s/ Jan Barta 04/21/2022 Signature of Reporting Person Date By: /s/ Dusan Senkypl 04/21/2022 Signature of Reporting Person Date Pale Fire Capital SE, By: Dusan Senkypl, Chairman of the Board 04/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Represents securities owned solely by Mr. Barta. ( 3 )Represents securities owned solely by Mr. Senkypl. ( 4 )Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

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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