Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60654
June 11, 2013
BY EDGAR
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3720
Washington, DC 20549
| Re: | Groupon, Inc. |
| Form 10-K for the Year Ended December 31, 2012 |
| Filed February 27, 2013 |
| Form 10-Q for the Quarter Ended March 31, 2013 |
| Filed May 9, 2013 |
| File No. 1-35335 |
Dear Mr. Spirgel:
On behalf of Groupon, Inc. (the “Company”), I am writing to follow up on my conversation with Ms. Kathryn Jacobson, Senior Staff Accountant, of the Securities and Exchange Commission. Consistent with that conversation and in order for the Company to consider and respond fully to the Staff’s comments, the Company is formally requesting an extension to respond to the Staff’s comment letter dated May 31, 2013 regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and Form 10-Q for the fiscal quarter ended March 31, 2013.
Based on the above, the Company respectfully requests an extension of time until June 28, 2013 to properly respond to the Staff’s comments.
If you have any questions regarding the information contained in this letter, or need further information, please do not hesitate to call me at (312) 558-5979.
Respectfully submitted,
/s/ Steven J. Gavin
Steven J. Gavin
| cc: | David R. Schellhase |
| Dan Horwood |
