Sec Form 3 Filing - Netzly Kyle @ Groupon, Inc. - 2023-05-03

FORM 3 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 Netzly Kyle 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) Interim CAO (Last) (First) (Middle) 600 W. CHICAGO AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2023 (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 4,749 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 ) 05/20/2023 ( 1 ) Common Stock 867 D Restricted Stock Units ( 2 ) 05/20/2023 ( 3 ) Common Stock 5,848 D Restricted Stock Units ( 2 ) 08/20/2023 ( 4 ) Common Stock 3,422 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Netzly Kyle 600 W. CHICAGO AVENUE CHICAGO, IL60654 Interim CAO Signatures Meagan LeGear, By Power of Attorney 05/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("RSUs") reported on this line will vest on May 20, 2023, subject to Ms. Netzly's continued employment with the Company through the vesting date. ( 2 )Each RSU represents a contingent right to receive one share of Common Stock. ( 3 )The RSUs reported on this line will vest in three annual installments beginning on May 20, 2023. 2,339 RSUs will vest on each of May 20, 2023 and May 20, 2024 and 1,170 RSUs will vest on May 20, 2025, subject to Ms. Netzly's continued employment with the Company through the vesting date. ( 4 )The RSUs reported on this line will vest on August 20, 2023, subject to Ms. Netzly's continued employment with the Company through the 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).

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