Statement of Changes in Beneficial Ownership (4)
January 03 2018 - 5:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Williams Rich
|
2. Issuer Name
and
Ticker or Trading Symbol
Groupon, Inc.
[
GRPN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
|
(Last)
(First)
(Middle)
C/O GROUPON, INC., 600 WEST CHICAGO AVENUE, SUITE 400
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2017
|
(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
12/31/2017
|
|
M
|
|
25000
|
A
|
$0
|
2107691
|
D
|
|
Common Stock
|
12/31/2017
|
|
F
(1)
|
|
11725
|
D
|
$5.10
|
2095966
|
D
|
|
Common Stock
|
12/31/2017
|
|
M
|
|
38038
|
A
|
$0
|
2134004
|
D
|
|
Common Stock
|
12/31/2017
|
|
F
(1)
|
|
17840
|
D
|
$5.10
|
2116164
|
D
|
|
Common Stock
|
12/31/2017
|
|
M
|
|
66338
|
A
|
$0
|
2182502
|
D
|
|
Common Stock
|
12/31/2017
|
|
F
(1)
|
|
31113
|
D
|
$5.10
|
2151389
|
D
|
|
Common Stock
|
12/31/2017
|
|
M
|
|
55152
|
A
|
$0
|
2206541
|
D
|
|
Common Stock
|
12/31/2017
|
|
F
(1)
|
|
25867
|
D
|
$5.10
|
2180674
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
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 of Derivative Security: 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
|
Restricted Stock Units
|
(2)
|
12/31/2017
|
|
M
|
|
|
25000
|
12/31/2014
(3)
|
(3)
|
Common Stock
|
25000.0
|
$0
|
0
|
D
|
|
Restricted Stock Units
|
(2)
|
12/31/2017
|
|
M
|
|
|
38038
|
12/31/2015
(4)
|
(4)
|
Common Stock
|
38038.0
|
$0
|
0
|
D
|
|
Restricted Stock Units
|
(2)
|
12/31/2017
|
|
M
|
|
|
66338
|
3/31/2016
(5)
|
(5)
|
Common Stock
|
66338.0
|
$0
|
1050149
|
D
|
|
Restricted Stock Units
|
(2)
|
12/31/2017
|
|
M
|
|
|
55152
|
12/31/2015
(6)
|
(6)
|
Common Stock
|
55152.0
|
$0
|
0
|
D
|
|
Explanation of Responses:
|
(1)
|
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.
|
(2)
|
Each restricted stock unit represents a contingent right to receive one share of Common Stock.
|
(3)
|
The restricted stock units reported on this line vested in equal increments on the last day of last month of each calendar quarter through December 31, 2017.
|
(4)
|
16,624 of the restricted stock units reported on this line vested on December 31, 2015, 68,900 of the restricted stock units vested quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 of the restricted stock units vested quarterly in equal increments during calendar year 2017, beginning on March 31, 2017.
|
(5)
|
75,694 of the restricted stock units reported on this line vested on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 140,427 of the restricted stock units will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 of the restricted stock units will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 of the restricted stock units vesting on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.
|
(6)
|
118,250 of the restricted stock units reported on this line vested on December 31, 2015; 81,700 of the restricted stock units vested quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 of the restricted stock units vested quarterly in equal increments during calendar year 2017, beginning on March 31, 2017.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Williams Rich
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE, SUITE 400
CHICAGO, IL 60654
|
X
|
|
Chief Executive Officer
|
|
Signatures
|
/s/ Erin G. Stone, by Power of Attorney
|
|
1/3/2018
|
**
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).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From Apr 2024 to May 2024
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From May 2023 to May 2024