Kedar Deshpande - Dec 10, 2022 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Executive Officer, Director
Signature: /s/ Dane Drobny, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Dec 10, 2022
Transactions value $: -$170,993
Form type: 4
Date filed: 12/13/2022, 06:11 PM
Previous filing: Sep 13, 2022
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+61.5K	+51.32%	$0.00	181K	Dec 10, 2022	Direct
transaction	GRPN	Common Stock	Tax liability	-$171K	-24.2K	-13.35%	$7.06	157K	Dec 10, 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	-61.5K	-11.11%	$0.00	492K	Dec 10, 2022	Common Stock	61.5K		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 restricted stock units reported on this line represent the sum of two separate awards with identical vesting terms and 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.