Kedar Deshpande - Dec 10, 2021 Form 4/A - Amendment Insider Report for Groupon, Inc. (GRPN)

Role
Chief Executive Officer, Director
Signature
/s/ Erin G. Stone
Stock symbol
GRPN
Transactions as of
Dec 10, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
1/26/2022, 06:05 PM
Date Of Original Report
Dec 14, 2021
Next filing
Jan 26, 2022

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 Award $0 +375K $0.00 375K Dec 10, 2021 Common Stock 375K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F2 This amended Form 4 is being filed to correct the December 10, 2021 grant amount to reflect an award of 375,000 restricted stock units. The previously reported amount of 738,585 restricted stock units exceeded a calendar year limit imposed by the Groupon, Inc. 2011 Incentive Plan, as amended, by 363,585 restricted stock units. The grant of such excess restricted stock units was null and void. The grant of 375,000 restricted stock units on December 10, 2021 (the "2021 Award") is reported on this amended Form 4. A second grant of 363,585 restricted stock units to the Reporting Person was made on January 24, 2022 (the "2022 Award") and is reported on a separate Form 4. The 2022 Award will vest on the same terms as the 2021 Award set forth in Footnote 3 below.
F3 The restricted stock units reported on this line will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.