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

Role
10%+ Owner
Signature
RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member
Stock symbol
GRPN
Transactions as of
May 20, 2022
Transactions value $
$0
Form type
3
Date filed
5/27/2022, 07:40 PM
Next filing
May 27, 2022

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 3M May 20, 2022 See footnote F1

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 150K $18.00 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 770K $18.00 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 65K $18.00 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 30K $17.00 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 1.72M $18.00 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 300K $18.50 See footnote F1, F2
holding GRPN Call Option (Obligation to sell) May 20, 2022 Common Stock 235K $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.