Dane A. Drobny - 02 Jan 2022 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role
Chief Admin Officer, GC & Sec
Signature
/s/ Erin G. Stone, by Power of Attorney
Issuer symbol
GRPN
Transactions as of
02 Jan 2022
Net transactions value
$0
Form type
4
Filing time
04 Jan 2022, 20:16:29 UTC
Previous filing
01 Dec 2021
Next filing
03 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise $0 +14,750 +18% $0.000000 94,835 02 Jan 2022 Direct
transaction GRPN Common Stock Tax liability $0 -6,851 -7.2% $0.000000 87,984 02 Jan 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +6,099 +6.9% $0.000000 94,083 02 Jan 2022 Direct
transaction GRPN Common Stock Tax liability $0 -2,702 -2.9% $0.000000 91,381 02 Jan 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +4,066 +4.4% $0.000000 95,447 02 Jan 2022 Direct
transaction GRPN Common Stock Tax liability $0 -1,802 -1.9% $0.000000 93,645 02 Jan 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +455 +0.49% $0.000000 94,100 02 Jan 2022 Direct F2
transaction GRPN Common Stock Tax liability $0 -202 -0.21% $0.000000 93,898 02 Jan 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +2,353 +2.5% $0.000000 96,251 02 Jan 2022 Direct F3
transaction GRPN Common Stock Tax liability $0 -1,043 -1.1% $0.000000 95,208 02 Jan 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +7,754 +8.1% $0.000000 102,962 02 Jan 2022 Direct F4
transaction GRPN Common Stock Tax liability $0 -3,436 -3.3% $0.000000 99,526 02 Jan 2022 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 -14,750 -50% $0.000000 14,750 02 Jan 2022 Common Stock 14,750 Direct F5, F6
transaction GRPN Restricted Stock Units Options Exercise $0 -6,099 -50% $0.000000 6,099 02 Jan 2022 Common Stock 6,099 Direct F5, F7
transaction GRPN Restricted Stock Units Options Exercise $0 -4,066 -50% $0.000000 4,066 02 Jan 2022 Common Stock 4,066 Direct F5, F7
transaction GRPN Performance Share Units Options Exercise $0 -455 -100% $0.000000* 0 02 Jan 2022 Common Stock 455 Direct F8, F9
transaction GRPN Performance Share Units Options Exercise $0 -2,353 -50% $0.000000 2,354 02 Jan 2022 Common Stock 2,353 Direct F8, F10
transaction GRPN Performance Share Units Options Exercise $0 -7,754 -50% $0.000000 7,755 02 Jan 2022 Common Stock 7,754 Direct F8, F11
* 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 or performance share units, as applicable. This is not an open market sale of securities.
F2 Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
F3 Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
F4 These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.
F5 Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F6 The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.
F7 The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.
F8 Each performance share unit represents a contingent right to receive one share of Common Stock.
F9 The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date.
F10 The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.
F11 These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.