Sec Form 4 Filing - Drobny Dane A @ Groupon, Inc. - 2022-01-02

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 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) Chief Admin Officer, GC & Sec (Last) (First) (Middle) C/O GROUPON, INC., 600 WEST CHICAGO AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2022 (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 01/02/2022 M 14,750 A $ 0 94,835 D Common Stock 01/02/2022 F( 1 ) 6,851 D $ 0 87,984 D Common Stock 01/02/2022 M 6,099 A $ 0 94,083 D Common Stock 01/02/2022 F( 1 ) 2,702 D $ 0 91,381 D Common Stock 01/02/2022 M 4,066 A $ 0 95,447 D Common Stock 01/02/2022 F( 1 ) 1,802 D $ 0 93,645 D Common Stock 01/02/2022 M( 2 ) 455 A $ 0 94,100 D Common Stock 01/02/2022 F( 1 ) 202 D $ 0 93,898 D Common Stock 01/02/2022 M( 3 ) 2,353 A $ 0 96,251 D Common Stock 01/02/2022 F( 1 ) 1,043 D $ 0 95,208 D Common Stock 01/02/2022 M( 4 ) 7,754 A $ 0 102,962 D Common Stock 01/02/2022 F( 1 ) 3,436 D $ 0 99,526 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 ( 5 ) 01/02/2022 M 14,750 01/02/2021( 6 ) ( 6 ) Common Stock 14,750 $ 0 14,750 D Restricted Stock Units ( 5 ) 01/02/2022 M 6,099 01/02/2022( 7 ) ( 7 ) Common Stock 6,099 $ 0 6,099 D Restricted Stock Units ( 5 ) 01/02/2022 M 4,066 01/02/2022( 7 ) ( 7 ) Common Stock 4,066 $ 0 4,066 D Performance Share Units ( 8 ) 01/02/2022 M 455 01/02/2020( 9 ) ( 9 ) Common Stock 455 $ 0 0 D Performance Share Units ( 8 ) 01/02/2022 M 2,353 01/02/2021( 10 ) ( 10 ) Common Stock 2,353 $ 0 2,354 D Performance Share Units ( 8 ) 01/02/2022 M 7,754 01/02/2022( 11 ) ( 11 ) Common Stock 7,754 $ 0 7,755 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 Chief Admin Officer, GC & Sec Signatures /s/ Erin G. Stone, by Power of Attorney 01/04/2022 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 or performance share units, as applicable. This is not an open market sale of securities. ( 2 )Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). ( 3 )Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). ( 4 )These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Common Stock. ( 6 )The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date. ( 7 )The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date. ( 8 )Each performance share unit represents a contingent right to receive one share of Common Stock. ( 9 )The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date. ( 10 )The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date. ( 11 )These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.

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