Groupon (GRPN) Form 4 Groupon / Aaron Z. Cooper 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^*

Cooper Aaron Z.

(Last) (First) (Middle)

600 WEST CHICAGO AVE

(Street)

CHICAGOO IL 60654

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2021

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

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

X	Form filed by One Reporting Person
	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	01/02/2021		M(1)		2,721	A	$0	17,198	D
Common Stock	01/02/2021		F(2)		1,343	D	$0	15,855	D
Common Stock	01/02/2021		M(3)		1,150	A	$0	17,005	D
Common Stock	01/02/2021		F(2)		571	D	$0	16,434	D

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
Performance Share Units	(4)	01/02/2021		M			2,721	01/02/2021	(5)	Common Stock	2,721	$0	5,442	D
Performance Share Units	(4)	01/02/2021		M			1,150	01/02/2021	(6)	Common Stock	1,150	$0	575	D

Explanation of Responses:

1. Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

2. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units, as applicable. This is not an open market sale of securities.

3. Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

4. Each performance share unit represents a contingent right to receive one share of Common Stock.

5. 8,163 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2019. These PSUs will vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Cooper's continuous employment as of the vesting date.

6. 1,725 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2018. 1,150 of these PSUs vested on January 2, 2021 and 575 PSUs will vest on January 2, 2022, subject to Mr. Cooper's continuous employment as of the vesting date.

Remarks:

	/s/ Erin G. Stone, by Power of Attorney	01/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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