| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Groupon, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
399473107
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 399473107 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
(1) | Includes 59,639 shares of Class A Common Stock issuable pursuant to Deferred Stock Units (“DSUs”) awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A Common Stock of Groupon, Inc. (the “Issuer”) (or, in the sole discretion of the Issuer’s Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a director of the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer’s Board of Directors and any committees thereof. The DSUs are immediately vested. Does not include an aggregate of 46,765 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors. |
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(2) | Includes 30,325,030 shares of Class A Common Stock and 400,008 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Issuer held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of the Reporting Person, and the Reporting Person’s children (20%). The Reporting Person shares voting and investment control with respect to the shares held by Rugger Ventures LLC. |
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(3) | Assumes conversion of all the Reporting Person’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis. All Class A Common Stock and Class B Common Stock will automatically convert into a single class of common stock on October 31, 2016. |
Item 1. | |||
| (a) | Name of Issuer | |
| (b) | Address of Issuer’s Principal Executive Offices Chicago, IL 60654 | |
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Item 2. | |||
| (a) | Name of Person Filing | |
| (b) | Address of Principal Business Office or, if none, Residence 600 West Chicago Avenue, Suite 400 Chicago, IL 60654 | |
| (c) | Citizenship | |
| (d) | Title of Class of Securities | |
| (e) | CUSIP Number | |
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Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: 30,808,844 (4)(5)(6) | |
| (b) | Percent of class: 5.2% (4)(5)(6) | |
| (c) | Number of shares as to which the person has:
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| (i) | Sole power to vote or to direct the vote 83,806 (4) |
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| (ii) | Shared power to vote or to direct the vote 30,725,038 (5)(6) |
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| (iii) | Sole power to dispose or to direct the disposition of 83,806 (4) |
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| (iv) | Shared power to dispose or to direct the disposition of 30,725,038 (5)(6) |
(4) Includes 56,639 shares of Class A Common Stock issuable pursuant to DSUs awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A Common Stock of the Issuer (or, in the sole discretion of the Issuer’s Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a director of the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer’s Board of Directors and any committees thereof. The DSUs are immediately vested. Does not include an aggregate of 46,765 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors.
(5) Includes 30,325,050 shares of Class A Common Stock and 400,008 shares of Class B Common Stock of the Issuer held by Rugger Ventures LLC, an entity owned by Ms. Keywell (80%) and the Reporting Person’s children (20%). The Reporting Person shares voting and investment control with respect to the shares held by Rugger Ventures LLC.
(6) Assumes conversion of all the Reporting Person’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis. All Class A Common Stock and Class B Common Stock will automatically convert into a single class of common stock on October 31, 2016.
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. | |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable. | |
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Item 8. | Identification and Classification of Members of the Group |
Not applicable. | |
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Item 9. | Notice of Dissolution of Group |
Not applicable. | |
Item 10. | Certification |
Not applicable. | |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 12, 2016 |
| Date |
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| Signature |
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| Name/Title |
| ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||