Sec Form 4 Filing - Thomas Melissa @ Groupon, Inc. - 2020-02-17

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 Thomas Melissa 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) Chief Financial Officer (Last) (First) (Middle) C/O GROUPON, INC., 600 W. CHICAGO AVE., STE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2020 (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 12/20/2020 M 10,233 A $ 0 19,540 D Common Stock 12/20/2020 F( 1 ) 4,534 D $ 39.17 15,006 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 ) ( 3 ) 02/17/2020( 4 ) A 36,548 12/20/2020( 5 ) ( 5 ) Common Stock 36,548 $ 0 36,548 D Restricted Stock Units ( 3 ) 12/20/2020 M 10,233 12/20/2020( 5 ) ( 5 ) Common Stock 10,233 $ 0 26,315 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas Melissa C/O GROUPON, INC. 600 W. CHICAGO AVE., STE 400 CHICAGO, IL60654 Chief Financial Officer Signatures Erin G. Stone, by Power of Attorney 12/22/2020 Signature of Reporting Person Date

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 )The number of shares reported has been adjusted to reflect the reverse stock split of the company's common stock at a ratio of 1:20 which became effective on June 10, 2020. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Common Stock. ( 4 )The Compensation Committee approved this award on February 17, 2020, in connection with its annual compensation review process, and the number of RSUs was calculated using the average share price from January 1 through March 31, 2020. ( 5 )10,233 restricted stock units reported on this line vested on December 20, 2020; 16,446 restricted stock units reported on this line vest on May 20, 2021; 9,869 restricted stock units reported on this line vest on May 20, 2022, subject, in each case, to Ms. Thomas' continued employment with the Company

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).

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