Jeremy Herauf - May 20, 2021 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Accounting Officer
Signature: /s/ Erin G. Stone by Power of Attorney
Stock symbol: GRPN
Transactions as of: May 20, 2021
Transactions value $: -$14,211
Form type: 4
Date filed: 5/24/2021, 05:29 PM
Next filing: Jun 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+1.08K	+15.03%	$0.00	8.28K	May 20, 2021	Direct
transaction	GRPN	Common Stock	Tax liability	-$14.2K	-318	-3.84%	$44.69	7.96K	May 20, 2021	Direct	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
transaction	GRPN	Restricted Stock Units	Options Exercise	$0	-1.08K	-33.31%	$0.00	2.17K	May 20, 2021	Common Stock	1.08K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
F2	Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F3	The RSUs reported on this line vest in three equal installments on May 20, 2021, May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.