Dusan Senkypl - 12 May 2025 Form 4/A - Amendment Insider Report for Groupon, Inc. (GRPN)

Role
CEO, Director, 10%+ Owner
Signature
/s/ Dylan Blommaert, by Power of Attorney
Issuer symbol
GRPN
Transactions as of
12 May 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
27 May 2025, 13:31:36 UTC
Date Of Original Report
14 May 2025
Previous filing
14 Jun 2024
Next filing
11 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Senkypl Dusan CEO, Director, 10%+ Owner JESTRABI 493, OSNICE, JESENICE, CZECH REPUBLIC /s/ Dylan Blommaert, by Power of Attorney 23 May 2025 0001922405

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise $0 +109,250 +25% $0.000000 554,511 12 May 2025 Direct F1
holding GRPN Common Stock 10,180,970 12 May 2025 By Pale Fire Capital SICAV a.s. F2
holding GRPN Common Stock 100 12 May 2025 By Pale Fire Capital SE F3

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 Options Exercise $0 -109,250 -7.8% $0.000000 1,284,698 12 May 2025 Common Stock 109,250 Direct F1, F4
transaction GRPN Performance Share Units Options Exercise $0 -5,750 -0.45% $0.000000 1,278,948 12 May 2025 Common Stock 5,750 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 12, 2025, the compensation committee of the board of directors of the Issuer determined that the performance criteria had been met, resulting in the vesting of these shares. The performance share units reported on this line were credited due to a performance metric related to the achievement of a preestablished stock price hurdle for the one-year performance period ending May 2, 2025.
F2 Represents securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV.
F3 Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.
F4 Each performance stock unit represents a contingent right to receive one share of Common Stock.
F5 Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on May 14, 2025, to (1) include an additional transaction inadvertently omitted from the original filing: (i) the forfeiture of 5,750 PSUs due to a 5% reduction based on the vesting modifier; and (2) the Form 4, as originally filed, incorrectly reported an acquisition of 109,250 PSUs in Table II, which has now been corrected to reflect the disposition of 109,250 PSUs in Table II. These transactions relate to the same PSU award.