RPD Fund Management Form 4 Groupon / AHMET H OKUMUS 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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X

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^*

RPD Fund Management LLC

(Last) (First) (Middle)

767 THIRD AVE

35TH FLOOR

(Street)

NEW YORK NY 10017

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022

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, par value $0.0001 per share	05/25/2022		S		2,000	D	$13.88	2,995,720	I	See footnotes(1)

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
Call Option (Obligation to sell)	$18	05/25/2022		S			4,378	05/25/2022	07/15/2022	Common Stock	437,800	$43.55(2)	17,179	I	See footnotes(1)

1. Name and Address of Reporting Person^*

RPD Fund Management LLC

(Last) (First) (Middle)

767 THIRD AVE

35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RPD Opportunity Fund LP

(Last) (First) (Middle)

767 THIRD AVE

35TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OKUMUS AHMET H

(Last) (First) (Middle)

C/O OKUMUS FUND MANAGEMENT LTD.

767 THIRD AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein.

2. Represents the premium per option contract.

	RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	RPD Opportunity LLC, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	RPD Opportunity Fund LP, By: RPD Opportunity LLC, its general partner, By: /s/ Ahmet H. Okumus, Managing Member	05/27/2022
	/s/ Ahmet H. Okumus	05/27/2022
	** 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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