| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GRPN | 3.25% Senior Convertible Notes due 2022 | Disposed to Issuer | -2.31M | -100% | 0 | May 14, 2021 | Class A Common Stock | 2.31M | See Footnote | F1, F2, F3, F4 |
A-G Holdings, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date. |
| F2 | The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock. |
| F3 | This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee. |
| F4 | This Form 4 is being filed by more than one Reporting Person. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
By virtue of the voting agreement, dated as of April 4, 2016 (and amended from time to time, the "Voting Agreement"), by and among A-G Holdings, L.P., the Issuer and certain other parties thereto (such other parties, collectively, the "Shareholders"), while the Voting Agreement was in effect, the Reporting Persons and the Shareholders who were bound by the Voting Agreement may have been deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock. The number of securities of the Issuer beneficially owned by the Reporting Persons as reported herein does not include the holdings of any Shareholders. No Reporting Person has any pecuniary interest in the securities of the Issuer owned by the Shareholders. In connection with the Repurchase, upon the Closing Date, the Reporting Persons ceased to be bound by the Voting Agreement. In addition, effective as of the Closing Date, Mr. Angelakis ceased serving as a member of the Issuer's board of directors.