RPD Fund Management LLC - 20 May 2022 Form 3 Insider Report for Groupon, Inc. (GRPN)

Role: 10%+ Owner
Signature: RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member
Issuer symbol: GRPN
Transactions as of: 20 May 2022
Net transactions value: $0
Form type: 3
Filing time: 27 May 2022, 19:40:03 UTC
Next filing: 27 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GRPN	Common Stock, par value $0.0001 per share						2,997,720	20 May 2022	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	150,000	$18.00	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	769,800	$18.00	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	65,000	$18.00	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	30,000	$17.00	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	1,717,900	$18.00	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	300,000	$18.50	See footnote	F1, F2
holding	GRPN	Call Option (Obligation to sell)	20 May 2022	Common Stock	235,000	$19.00	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein.
F2	The call options may be exercised at any time prior to the expiration date.

Content

The securities are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein.

The call options may be exercised at any time prior to the expiration date.