Groupon (GRPN) Form 4 Groupon / Fire Capital SE Pale 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^*

Senkypl Dusan

(Last) (First) (Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE 2N 252 42

(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
X	Officer (give title below)		Other (specify below)
Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2024

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)	01/19/2024		X		3,140,660(2)(3)	A	$11.3	10,180,970	I	By Pale Fire Capital SICAV a.s.(4)
Common Stock(1)								445,261	D(5)
Common Stock(1)								100	I	By Pale Fire Capital SE(6)

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
Subscription Rights (right to buy)	$11.3	01/19/2024		X			6,877,561(3)	11/20/2023	(3)	Common Stock	1,528,586	$0	0	I	By Pale Fire Capital SICAV a.s.(4)

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^*

Barta Jan

(Last) (First) (Middle)

NA BATERIICH 104/35, BREVNOV

(Street)

PRAGUE 2N 16200

(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)

1. Name and Address of Reporting Person^*

Pale Fire Capital SICAV a.s.

(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 (the "Common Stock"). Messrs. Barta and Senkypl are also directors of the Issuer, with Mr. Senkypl also serving as its interim Chief Executive Officer.

2. Represents shares of Common Stock purchased by PFC SICAV following the exercise of its subscription rights and over-subscription privilege pursuant to the Issuer's rights offering (the "Rights Offering"), as described in the Issuer's prospectus supplement dated November 21, 2023. Includes 1,612,074 shares of Common Stock purchased pursuant to the exercise of its over-subscription privilege in connection with the Rights Offering.

3. Each holder of Common Stock as of November 20, 2023 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.222257 shares of Common Stock at the subscription price of $11.30 per whole share of Common Stock. The Rights Offering expired on January 17, 2024. The number of shares of Common Stock purchased by PFC SICAV was not determined until January 19, 2024.

4. 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.

5. Represents securities owned solely by Mr. Senkypl.

6. 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.

	By: /s/ Dusan Senkypl	01/23/2024
	By: /s/ Jan Barta	01/23/2024
	Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board	01/23/2024
	Pale Fire Capital SICAV a.s., By: /s/ Martin Trpak, Authorized Representative	01/23/2024
	** 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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