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

Role: Chief Financial Officer
Signature: /s/ Dylan Blommaert, by Power of Attorney
Issuer symbol: GRPN
Transactions as of: 12 May 2025
Transactions value $: $0
Form type: 4/A - Amendment
Filing time: 27 May 2025, 13:32:33 UTC
Date Of Original Report: 14 May 2025
Previous filing: 14 Jun 2024
Next filing: 04 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Ponrt Jiri	Chief Financial Officer	35 W. WACKER, FLOOR 25, CHICAGO	/s/ Dylan Blommaert, by Power of Attorney	23 May 2025	0001973423

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+41K	+35.2%	$0.00	157K	12 May 2025	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	Performance Share Units	Options Exercise	$0	-41K	-7.84%	$0.00	482K	12 May 2025	Common Stock	41K		Direct	F1, F2
transaction	GRPN	Performance Share Units	Options Exercise	$0	-2.16K	-0.45%	$0.00	480K	12 May 2025	Common Stock	2.16K		Direct	F2, F3

* 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	Each performance stock unit represents a contingent right to receive one share of Common Stock.
F3	Reflects forfeiture of 2,157 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, namely the forfeiture of 2,157 PSUs due to a 5% reduction based on the vesting modifier; and (2) the Form 4, as originally filed, incorrectly reported an acquisition of 40,968 PSUs in Table II, which has now been corrected to reflect the disposition of 40,968 PSUs in Table II. These transactions relate to the same PSU award.