Kedar Deshpande - 10 Mar 2023 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Executive Officer, Director
Signature: /s/ Matthew Finkelstein, by Power of Attorney
Issuer symbol: GRPN
Transactions as of: 10 Mar 2023
Net transactions value: -$137,922
Form type: 4
Filing time: 14 Mar 2023, 20:28:01 UTC
Previous filing: 13 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+61,549	+39%	$0.000000	218,800	10 Mar 2023	Direct
transaction	GRPN	Common Stock	Tax liability	$137,922	-24,585	-11%	$5.61	194,215	10 Mar 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	-61,549	-12%	$0.000000	430,843	10 Mar 2023	Common Stock	61,549		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.