Dusan Senkypl - 18 Jun 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
18 Jun 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
01 Aug 2025, 16:12:01 UTC
Date Of Original Report
23 Jun 2025
Previous filing
11 Jun 2025
Next filing
13 Aug 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 01 Aug 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 +20% $0.000000 663,761 18 Jun 2025 Direct
holding GRPN Common Stock 10,180,970 18 Jun 2025 By Pale Fire Capital SICAV a.s. F1
holding GRPN Common Stock 100 18 Jun 2025 By Pale Fire Capital SE F2

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 -8.5% $0.000000 1,169,698 18 Jun 2025 Common Stock 109,250 Direct F3, F4
transaction GRPN Performance Share Units Options Exercise $0 -5,750 -0.49% $0.000000 1,163,948 18 Jun 2025 Common Stock 5,750 Direct F3, F5
transaction GRPN Performance Share Units Award $0 +5,750 +100% $0.000000 11,500 18 Jun 2025 Common Stock 5,750 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Each performance stock unit represents a contingent right to receive one share of Common Stock.
F4 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 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
F5 Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric
F6 The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon performance thresholds over a twoyear performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of 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.

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on June 23, 2025, to correct in Table II, the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) for an inadvertent error.