Eric P. Lefkofsky - Feb 2, 2022 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Director, 10%+ Owner
Signature: /s/ Erin G. Stone, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Feb 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/4/2022, 05:33 PM
Previous filing: Oct 18, 2021
Next filing: Apr 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GRPN	Common Stock						960K	Feb 2, 2022	By Lefkofsky Family 2020 GRAT	F1, F2
holding	GRPN	Common Stock						2.98M	Feb 2, 2022	By Green Media LLC	F1, F3
holding	GRPN	Common Stock						89.8K	Feb 2, 2022	Direct	F4

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	Deferred Stock Unit Award (Right to Receive)	Award	$0	+792	+9.63%	$0.00	9.01K	Feb 2, 2022	Common Stock	792	$0.00	Direct	F5

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

Explanation of Responses:

Id	Content
F1	The total number of shares reflects an annuity distribution by the Lefkofsky Family 2020 GRAT to Green Media LLC.
F2	The shares of Common Stock reported on this line are held by the Lefkofsky Family 2020 GRAT.
F3	The shares of Common Stock reported on this line are held by Green Media, LLC, an entity owned by Eric P. Lefkofsky (50%) and Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.
F4	The amount of shares reported on this line includes previously reported restricted stock unit awards that are subject to Mr. Lefkofsky's continued service as a director of the Issuer through the vesting date.
F5	Mr. Lefkofsky has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of the Groupon's Common Stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.