Dane Drobny - Jan 2, 2022 Form 4 Insider Report for Groupon, Inc. (GRPN)

Signature
/s/ Erin G. Stone, by Power of Attorney
Stock symbol
GRPN
Transactions as of
Jan 2, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 08:16 PM
Previous filing
Dec 1, 2021
Next filing
Mar 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise $0 +14.8K +18.42% $0.00 94.8K Jan 2, 2022 Direct
transaction GRPN Common Stock Tax liability $0 -6.85K -7.22% $0.00 88K Jan 2, 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +6.1K +6.93% $0.00 94.1K Jan 2, 2022 Direct
transaction GRPN Common Stock Tax liability $0 -2.7K -2.87% $0.00 91.4K Jan 2, 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +4.07K +4.45% $0.00 95.4K Jan 2, 2022 Direct
transaction GRPN Common Stock Tax liability $0 -1.8K -1.89% $0.00 93.6K Jan 2, 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +455 +0.49% $0.00 94.1K Jan 2, 2022 Direct F2
transaction GRPN Common Stock Tax liability $0 -202 -0.21% $0.00 93.9K Jan 2, 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +2.35K +2.51% $0.00 96.3K Jan 2, 2022 Direct F3
transaction GRPN Common Stock Tax liability $0 -1.04K -1.08% $0.00 95.2K Jan 2, 2022 Direct F1
transaction GRPN Common Stock Options Exercise $0 +7.75K +8.14% $0.00 103K Jan 2, 2022 Direct F4
transaction GRPN Common Stock Tax liability $0 -3.44K -3.34% $0.00 99.5K Jan 2, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GRPN Restricted Stock Units Options Exercise $0 -14.8K -50% $0.00 14.8K Jan 2, 2022 Common Stock 14.8K Direct F5, F6
transaction GRPN Restricted Stock Units Options Exercise $0 -6.1K -50% $0.00 6.1K Jan 2, 2022 Common Stock 6.1K Direct F5, F7
transaction GRPN Restricted Stock Units Options Exercise $0 -4.07K -50% $0.00 4.07K Jan 2, 2022 Common Stock 4.07K Direct F5, F7
transaction GRPN Performance Share Units Options Exercise $0 -455 -100% $0.00* 0 Jan 2, 2022 Common Stock 455 Direct F8, F9
transaction GRPN Performance Share Units Options Exercise $0 -2.35K -49.99% $0.00 2.35K Jan 2, 2022 Common Stock 2.35K Direct F8, F10
transaction GRPN Performance Share Units Options Exercise $0 -7.75K -50% $0.00 7.76K Jan 2, 2022 Common Stock 7.75K Direct F8, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units or performance share units, as applicable. This is not an open market sale of securities.
F2 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).
F3 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).
F4 These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.
F5 Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F6 The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.
F7 The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.
F8 Each performance share unit represents a contingent right to receive one share of Common Stock.
F9 The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date.
F10 The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.
F11 These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.