Schedule 13D
Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and restates the statement on Schedule 13D originally filed on April 15, 2016 (the "Original 13D") and Amendment No. 1 thereto filed on June 10, 2016 ("Amendment No. 1") relating to the common stock, $.0001 par value (the "Common Stock") of Groupon, Inc. (the "Issuer") having its principal executive office at 600 West Chicago Avenue, Suite 400, Chicago, Illinois 60643.
Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto). Except as specifically set forth herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto).
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 12, Limited Partnership ("NEA 12");
(b) NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of NEA 12; and NEA 12 GP, LLC ("NEA 12 LLC" and, together with NEA Partners 12, the "Control Entities"), which is the sole general partner of NEA Partners 12; and
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins"), Krishna S. Kolluri ("Kolluri") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 12 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 12 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 12 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 12 is to act as the sole general partner of NEA 12. The principal business of NEA 12 LLC is to act as the sole general partner of NEA Partners 12. The principal business of each of the Managers is to manage the Control Entities, NEA 12 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 12 and NEA Partners 12 are limited partnerships organized under the laws of the State of Delaware. NEA 12 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
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Item 4. Purpose of Transaction.
On August 11, 2016, NEA 12 engaged in a stock distribution of 12,984,956 shares of the Issuer's Common Stock to its partners for no consideration. NEA Partners 12 acquired 3,986,381 shares of the Issuer's Common Stock as a result of the NEA 12 distribution and subsequently engaged in a stock distribution of 3,986,381 shares of the Issuer's Common Stock to its partners for no consideration.
As a result of the Voting Agreement and as further described in the Original 13D, the Reporting Persons may be deemed to be members of a "group" with the parties to the Voting Agreement, including Eric Lefkofsky ("Lefkofsky), Bradley Keywell ("Keywell"), A-G Holdings, Inc. ("Atairos"), and certain of their respective affiliates. As of April 1, 2016, based on the Issuer's preliminary proxy statement filed with the Securities Exchange Commission (the "SEC") on April 8, 2016, (i) Lefkofsky and certain of his affiliates beneficially own 102,339,711 shares of Class A Common Stock and 999,984 shares of Class B Common Stock, (ii) Keywell and certain of his affiliates beneficially own 30,420,104 shares of Class A Common Stock and 400,008 shares of Class B Common Stock and (iii) Atairos owns 46,296,300 of Class A Common Stock.
Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 12 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
| CUSIP No. 399473107 | 13D | Page 13 of 20 Pages |
Item 5. Interest in Securities of the Issuer.
| (a) | NEA 12 is the record owner of 20,000,000 shares of Common Stock of the Issuer (the "NEA 12 Shares"). As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares. As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares. As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares. |
Each Reporting Person disclaims beneficial ownership of the NEA 12 Shares and the shares held by the other Shareholders other than those shares which such person owns of record.
As of August 11, 2016, Barrett is the record owner of 221,088 shares of Common Stock (the "Barrett Shares") and the Barrett 2006 Family Trust (the "Barrett Trust") is the record owner of 122,410 shares of Common Stock (the "Barrett Trust Shares"). As an affiliate of the Barrett Trust, Barrett may be deemed to own beneficially the Barrett Trust Shares in addition to the Barrett Shares and the NEA 12 Shares.
As of August 11, 2016, Barris is the record owner of 76,854 Deferred Stock Units of the Issuer (the "Barris Deferred Shares"), which represent the right to receive an equal number of shares of Common Stock upon the termination of Barris's service as a Director of the Issuer. Barris is also the record owner of 116,923 shares of Common Stock (the "Barris Shares"), PJ Barris, LLC is the record owner of 341,990 shares of Common Stock (the "PJ Barris Shares") and PDB, LLC is the record owner of 104,879 shares of Common Stock (the "PDB Shares"). As a member of PJ Barris, LLC and the investment advisor of PDB, LLC, Barris may be deemed to own beneficially the PJ Barris Shares and the PDB Shares in addition to the Barris Deferred Shares, the Barris Shares and the NEA 12 Shares.
As of August 11, 2016, the Baskett Family Trust u/a dtd 10/12/2010 (the "Baskett Trust") is the record owner of 191,051 shares of Common Stock (the "Baskett Trust Shares"). As trustee of the Baskett Trust, Baskett may be deemed to own beneficially the Baskett Trust Shares in addition to the NEA 12 Shares.
As of August 11, 2016, Kerins is the record owner of 184,485 shares of Common Stock in addition to the Shares (the "Kerins Shares"). Accordingly, Kerins may be deemed to own beneficially the Kerins Shares in addition to the NEA 12 Shares.
As of August 11, 2016, the Kolluri Living Trust Dated 11/05/99 is the record owner of 158,241 shares of Common Stock (the "Kolluri Trust Shares"), the Ishaan S. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the "Ishaan Kolluri Trust") is the record owner of 15,735 shares of Common Stock (the "Ishaan Kolluri Trust Shares") and the Raina V. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the "Raina Kolluri Trust") is the record owner of 15,735 shares of Common Stock (the "Raina Kolluri Trust Shares"). As co-trustee of each trust, Kolluri may be deemed to own beneficially the Kolluri Trust Shares, the Ishaan Kolluri Trust Shares and the Raina Kolluri Trust Shares in addition to the NEA 12 Shares.
As of August 11, 2016, Rising River Partners, LP is the record owner of 232,984 shares of Common Stock (the "Rising River Shares"). As a general partner of Rising River Partners, LP, Sandell may be deemed to beneficially own the Rising River Shares in addition to the NEA 12 Shares.
Finally, As of August 11, 2016, New Enterprise Associates, LLC ("NEA LLC") is the record owner of 730,349 shares of Common Stock (the "NEA LLC") Shares. As members of NEA LLC's board of directors, each of Barris, Baskett and Sandell may also be deemed to beneficially own the NEA LLC Shares.
| CUSIP No. 399473107 | 13D | Page 14 of 20 Pages |
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage, for each Reporting Person except Barris, was calculated based on the 572,189,761 shares of Common Stock (the "10-Q Shares") reported to be outstanding as of July 25, 2016 on Amendment No. 1 to the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 5, 2016. The percentage set forth on the cover sheet for Barris is calculated based on 572,266,615 shares of Common Stock, which includes the Barris Deferred Shares and the 10-Q Shares.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
