Groupon SC 13G/A / LEFKOFSKY ERIC P ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Groupon, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

399473107

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	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


1.	Names of Reporting Persons Eric P. Lefkofsky (the “Reporting Person”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 524,482 shares of Common Stock, $0.0001 par value per share (the “Common Stock”) (1)
		6.	Shared Voting Power 3,531,149 shares of Common Stock (2)
		7.	Sole Dispositive Power 524,482 shares of Common Stock (1)
		8.	Shared Dispositive Power 3,531,149 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,055,631 shares of Common Stock (1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 10.42% (1)(2)(3)
12.	Type of Reporting Person (See Instructions) IN

(1)	Includes 413,100 shares of Common Stock held of record by the Lekofsky Family 2018 Trust, of which Reporting Person is the sole trustee.

(2)	Includes 3,531,149 shares of Common Stock held of record by Green Media, LLC, an entity owned by the Reporting Person (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). The Reporting Person shares voting and investment control with respect to the shares held by Green Media, LLC.

(3)

The approximate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person is based upon 38,933,024 shares outstanding as of the closing of the Issuer’s $80.0 million fully backstopped rights offering, which is the total number of shares expected to be outstanding as reported in the Issuer’s prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission on November 21, 2023.

Item 1.

(a)

Name of Issuer

Groupon, Inc.

(b)

Address of Issuer’s Principal Executive Offices

600 West Chicago Avenue, Suite 400

Chicago, IL 60654

Item 2.

(a)

Name of Person Filing

Eric P. Lefkofsky

(b)

Address of Principal Business Office or, if none, Residence

c/o Groupon, Inc.

600 West Chicago Avenue, Suite 400

Chicago, IL 60654

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock, par value $0.0001 per share

(e)

CUSIP Number

399473107

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)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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)	☐	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:

4,055,631 shares of Common Stock (4)(5)

(b)

Percent of class:

10.42% (4)(5)(6)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

524,482 shares of Common Stock (4)

(ii)

Shared power to vote or to direct the vote

3,531,149 shares of Common Stock (5)

(iii)

Sole power to dispose or to direct the disposition of

524,482 shares of Common Stock (4)

(iv)

Shared power to dispose or to direct the disposition of

3,531,149 shares of Common Stock (5)

(4)	Includes 413,100 shares of Common Stock held of record by the Lekofsky Family 2018 Trust, of which Reporting Person is the sole trustee.

(5)	Includes 3,531,149 shares of Common Stock held of record by Green Media, LLC, an entity owned by the Reporting Person (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). The Reporting Person shares voting and investment control with respect to the shares held by Green Media, LLC.

(6)

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 ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

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.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

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 5, 2024

Date

/s/ Eric P. Lefkofsky

Signature

Eric P. Lefkofsky

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Groupon (GRPN) SC 13G/AGroupon / LEFKOFSKY ERIC P ownership change