Dane Drobny - Jan 2, 2023 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role
Chief Admin Officer, GC & Sec
Signature
/s/ Dane Drobny
Stock symbol
GRPN
Transactions as of
Jan 2, 2023
Transactions value $
-$85,448
Form type
4
Date filed
1/4/2023, 07:21 PM
Previous filing
Nov 22, 2022
Next filing
Feb 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise $0 +6.1K +4.66% $0.00 137K Jan 2, 2023 Direct
transaction GRPN Common Stock Tax liability -$26K -3.03K -2.21% $8.58 134K Jan 2, 2023 Direct F1
transaction GRPN Common Stock Options Exercise $0 +4.07K +3.04% $0.00 138K Jan 2, 2023 Direct
transaction GRPN Common Stock Tax liability -$17.3K -2.02K -1.46% $8.58 136K Jan 2, 2023 Direct F1
transaction GRPN Common Stock Options Exercise $0 +2.35K +1.73% $0.00 138K Jan 2, 2023 Direct F2
transaction GRPN Common Stock Tax liability -$10K -1.17K -0.84% $8.58 137K Jan 2, 2023 Direct F1
transaction GRPN Common Stock Options Exercise $0 +7.76K +5.65% $0.00 145K Jan 2, 2023 Direct F3
transaction GRPN Common Stock Tax liability -$32.2K -3.75K -2.59% $8.58 141K Jan 2, 2023 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 -6.1K -100% $0.00* 0 Jan 2, 2023 Common Stock 6.1K Direct F4, F5
transaction GRPN Restricted Stock Units Options Exercise $0 -4.07K -100% $0.00* 0 Jan 2, 2023 Common Stock 4.07K Direct F4, F5
transaction GRPN Performance Share Units Options Exercise $0 -2.35K -100% $0.00* 0 Jan 2, 2023 Common Stock 2.35K Direct F6, F7
transaction GRPN Performance Share Units Options Exercise $0 -7.76K -100% $0.00* 0 Jan 2, 2023 Common Stock 7.76K Direct F6, F8
* 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, 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).
F3 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.
F4 Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F5 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.
F6 Each performance share unit represents a contingent right to receive one share of Common Stock.
F7 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 annual installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.
F8 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.