Dusan Senkypl - Jul 21, 2022 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Director, Other*, 10%+ Owner
Signature: /s/ Dane Drobny, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Jul 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/25/2022, 07:18 PM
Previous filing: Jun 17, 2022
Next filing: Apr 3, 2023

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	+1.59K		$0.00	1.59K	Jul 21, 2022	Common Stock	1.59K	$0.00	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	This Form 4 is filed jointly by Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Mr. Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Senkypl is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2	Mr. Senkypl 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 Common Stock (or, in the sole discretion of the Issuer'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. Senkypl has elected to receive DSUs in lieu of 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. The DSUs are immediately vested.

Content

This Form 4 is filed jointly by Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Mr. Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Senkypl is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Mr. Senkypl 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 Common Stock (or, in the sole discretion of the Issuer'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. Senkypl has elected to receive DSUs in lieu of 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. The DSUs are immediately vested.