Dane Drobny - Feb 20, 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: Feb 20, 2023
Transactions value $: -$27,658
Form type: 4
Date filed: 2/22/2023, 06:06 PM
Previous filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+8.29K	+5.87%	$0.00	149K	Feb 20, 2023	Direct
transaction	GRPN	Common Stock	Tax liability	-$27.7K	-3.67K	-2.46%	$7.53	146K	Feb 20, 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	-8.29K	-8.33%	$0.00	91.2K	Feb 20, 2023	Common Stock	8.29K		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 will vest 1/16 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2022 through November 20, 2023, and 1/8 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2024 through November 20, 2024, subject to Mr. Drobny's continued employment with the Company or provision of material services to the Company through each vesting date.