Groupon (GRPN) Form 4 Groupon / Jan Barta ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barta Jan

(Last) (First) (Middle)

NA BATERIICH 104/35, BREVNOV

(Street)

PRAGUE 2N 16200

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/20/2022		S		2,838,712	D	$7.28(6)	0	D(2)
Common Stock(1)	12/20/2022		S		2,271,846	D	$7.28(6)	11,612	D(3)
Common Stock(1)	12/20/2022		S		1,606,408	D	$7.28(6)	100	I	By Pale Fire Capital SE(4)
Common Stock(1)	12/20/2022		P		6,716,966	A	$7.28(6)	6,716,966	I	By Pale Fire Capital SICAV a.s.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Barta Jan

(Last) (First) (Middle)

NA BATERIICH 104/35, BREVNOV

(Street)

PRAGUE 2N 16200

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Senkypl Dusan

(Last) (First) (Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE 2N 252 42

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pale Fire Capital SE

(Last) (First) (Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE 2N 110 00

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Jan Barta, Dusan Senkypl, Pale Fire Capital SICAV a.s. ("PFC SICAV") and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl and PFC SICAV, the "Reporting Persons"). Each of the Reporting Persons 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. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Represents securities owned solely by Mr. Barta.

3. Represents securities owned solely by Mr. Senkypl.

4. 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.

5. 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.

6. On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022.

	By: /s/ Jan Barta	12/22/2022
	By: /s/ Dusan Senkypl	12/22/2022
	Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board	12/22/2022
	Pale Fire Capital SICAV a.s., By: /s/ Martin Trpak, Authorized Representative	12/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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