Jiri Ponrt - Jun 12, 2024 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Financial Officer
Signature: /s/ Meagan LeGear, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Jun 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/14/2024, 04:24 PM
Previous filing: Apr 16, 2024

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	Performance Share Units	Award	$0	+523K		$0.00	523K	Jun 12, 2024	Common Stock	523K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance share unit represents a contingent right to receive one share of Common Stock.
F2	This grant was approved by the compensation committee of the board of directors of the Issuer on April 29, 2024, subject to stockholder approval of an amendment of the 2011 Incentive Plan of the Issuer under which the performance shares were granted. The stockholders of the Issuer approved the 2011 Incentive Plan amendment on June 12, 2024. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles ($14.86, $20.14, $31.01, and $68.82) over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

Content

Each performance share unit represents a contingent right to receive one share of Common Stock.

This grant was approved by the compensation committee of the board of directors of the Issuer on April 29, 2024, subject to stockholder approval of an amendment of the 2011 Incentive Plan of the Issuer under which the performance shares were granted. The stockholders of the Issuer approved the 2011 Incentive Plan amendment on June 12, 2024. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles ($14.86, $20.14, $31.01, and $68.82) over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.