Dusan Senkypl - Mar 30, 2023 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role
Interim CEO, Director, Other*, 10%+ Owner
Signature
/s/ Dusan Senkypl
Stock symbol
GRPN
Transactions as of
Mar 30, 2023
Transactions value $
$0
Form type
4
Date filed
4/3/2023, 05:41 PM
Previous filing
Jul 25, 2022
Next filing
Aug 23, 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 Nonqualified Stock Options (right to buy) Award $0 +3.5M $0.00 3.5M Mar 30, 2023 Common Stock 3.5M $6.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Senkypl 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, par value $0.0001 per share (the "Shares"). Mr. Senkypl is also a director and interim Chief Executive Officer of the Issuer.
F2 In connection with Mr. Senkypl's appointment as Interim Chief Executive Officer, on March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase Shares at a per Share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). The Stock Options will vest and may be exercised prior to the first anniversary of the Grant Date, subject to a majority vote of the Issuer's stockholders approving an amendment to the Plan at the Issuer's 2023 annual meeting of stockholders (the "Plan Amendment").
F3 The Stock Options will expire 3 years from the Grant Date, and will vest 1/2 on the date that is 1 year from the Grant Date and quarterly thereafter in four substantially equal installments, beginning on the date that is 1 year and 3 months from the Grant Date, or if the requisite approval of the Plan Amendment is received, will vest quarterly in eight substantially equal installments, beginning on the date that is 3 months from the Grant Date.