Dusan Senkypl - Aug 21, 2023 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Interim CEO, Director, Other*, 10%+ Owner
Signature: /s/ Meagan LeGear, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Aug 21, 2023
Transactions value $: $2,625,000
Form type: 4
Date filed: 8/23/2023, 05:08 PM
Previous filing: Apr 3, 2023
Next filing: Sep 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$2.63M	+438K	+3767.65%	$6.00	449K	Aug 21, 2023	Direct	F1
holding	GRPN	Common Stock						100	Aug 21, 2023	By Pale Fire Capital SE	F2
holding	GRPN	Common Stock						6.72M	Aug 21, 2023	By Pale Fire Capital SICAV a.s.	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	Nonqualified Stock Options (right to buy)	Options Exercise		-438K	-12.5%		3.06M	Aug 21, 2023	Common Stock	438K	$6.00	Direct	F4, F5

* 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	Represents securities directly owned by Pale Fire Capital SE ("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	Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, which is the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV.
F4	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"). At the Issuer's 2023 annual meeting of stockholders, a majority vote of the Issuer's stockholders approved an amendment to the Plan (the "Plan Amendment"), pursuant to which the Stock Options will vest and may be exercised prior to the first anniversary of the Grant Date.
F5	1/8 of the Stock Options vested on June 30, 2023 and the remainder will vest in substantially equal quarterly installments over the next 7 quarters. The Stock Options will expire 3 years from the Grant Date.