Sec Form 4 Filing - Drobny Dane A @ Groupon, Inc. - 2020-03-15

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

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 Drobny Dane A 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) General Counsel and Secretary (Last) (First) (Middle) C/O GROUPON, INC., 600 WEST CHICAGO AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2020 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/15/2020 M 36,295 A $ 0 821,446 D Common Stock 03/15/2020 F( 1 ) 16,079 D $ 0.83 805,367 D Common Stock 03/15/2020 M 36,226 A $ 0 841,593 D Common Stock 03/15/2020 F( 1 ) 16,049 D $ 0.83 825,544 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 (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 Restricted Stock Units ( 2 ) 03/15/2020 M 36,295 09/15/2017( 3 ) ( 3 ) Common Stock 36,295 $ 0 0 D Restricted Stock Units ( 2 ) 03/15/2020 M 36,226 03/15/2019( 4 ) ( 4 ) Common Stock 36,226 $ 0 108,680 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drobny Dane A C/O GROUPON, INC. 600 WEST CHICAGO AVENUE CHICAGO, IL60654 General Counsel and Secretary Signatures /s/ Erin G. Stone, by Power of Attorney 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting. 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 )10,000 of the restricted stock units reported on this line vested on September 15, 2017; 5,000 of the restricted stock units reported on this line will vest on each of December 15, 2017 and March 15, 2018; 46,487 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 of the restricted stock units reported on this line will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date. ( 4 )36,226 of the restricted stock units reported on this line will vest on each of March 15, 2019 and March 15, 2020; 72,453 of the restricted stock units reported on this line will vest on March 15, 2021; and 36,227 of the restricted stock units reported on this line will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through each vesting 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.