Kedar Deshpande - Mar 10, 2023 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Executive Officer, Director
Signature: /s/ Matthew Finkelstein, by Power of Attorney
Stock symbol: GRPN
Transactions as of: Mar 10, 2023
Transactions value $: -$137,922
Form type: 4
Date filed: 3/14/2023, 08:28 PM
Previous filing: Dec 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+61.5K	+39.14%	$0.00	219K	Mar 10, 2023	Direct
transaction	GRPN	Common Stock	Tax liability	-$138K	-24.6K	-11.24%	$5.61	194K	Mar 10, 2023	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	-61.5K	-12.5%	$0.00	431K	Mar 10, 2023	Common Stock	61.5K		Direct	F2, F3

* 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. This is not an open market sale of securities.
F2	Each restricted stock unit represents a contingent right to receive one share of Common Stock.
F3	The restricted stock units reported on this line represent the sum of two separate awards with identical vesting terms and will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.