Sec Form 4 Filing - Senkypl Dusan @ Groupon, Inc. - 2023-03-30

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 Senkypl Dusan 2. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [ GRPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) X __ Other (specify below) Interim CEO/See Footnote 1 (Last) (First) (Middle) JESTRABI 493, OSNICE 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2023 (Street) JESENICE, 2N252 42 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

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 Nonqualified Stock Options (right to buy) ( 1 ) ( 2 ) ( 3 ) $ 6 ( 2 ) ( 3 ) 03/30/2023( 2 )( 3 ) A 3,500,000 ( 2 ) ( 3 ) ( 2 )( 3 ) 03/30/2026( 2 )( 3 ) Common Stock 3,500,000 ( 2 ) ( 3 ) $ 0 ( 2 ) ( 3 ) 3,500,000 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Senkypl Dusan JESTRABI 493, OSNICE JESENICE, 2N252 42 X X Interim CEO See Footnote 1 Signatures /s/ Dusan Senkypl 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Senkypl may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock, par value $0.0001 per share (the "Shares"). Mr. Senkypl is also a director and interim Chief Executive Officer of the Issuer. ( 2 )In connection with Mr. Senkypl's appointment as Interim Chief Executive Officer, on March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase Shares at a per Share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). The Stock Options will vest and may be exercised prior to the first anniversary of the Grant Date, subject to a majority vote of the Issuer's stockholders approving an amendment to the Plan at the Issuer's 2023 annual meeting of stockholders (the "Plan Amendment"). ( 3 )The Stock Options will expire 3 years from the Grant Date, and will vest 1/2 on the date that is 1 year from the Grant Date and quarterly thereafter in four substantially equal installments, beginning on the date that is 1 year and 3 months from the Grant Date, or if the requisite approval of the Plan Amendment is received, will vest quarterly in eight substantially equal installments, beginning on the date that is 3 months from the Grant 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).

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