Groupon, Inc. (NASDAQ: GRPN) CEO exercises 3,062,500 options, shares delivered for taxes
Rhea-AI Filing Summary
Groupon, Inc. CEO Dusan Senkypl exercised 3,062,500 nonqualified stock options on June 11, 2026, converting them into an equal number of shares of Common Stock at a per‑share exercise price of $6.00.
In connection with the exercise, 1,347,185 shares were delivered at $16.54 per share to satisfy the option exercise price and mandatory tax withholding requirements; a footnote explains this was a net share settlement of 1,715,315 shares and not an open‑market sale. After these transactions, Senkypl’s direct holdings of Groupon common stock are reported as 2,850,579 shares. Entities Pale Fire Capital SICAV a.s. and Pale Fire Capital SE directly own 10,180,970 and 100 shares, respectively, which may be deemed beneficially owned by Senkypl through his control positions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,715,315 shares
Net Buy
5 txns
Insider
Senkypl Dusan
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Nonqualified Stock Options (right to buy) | 3,062,500 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 3,062,500 | $6.00 | $18.38M |
| Exercise Price or Tax Liability | Common Stock | 1,347,185 | $16.54 | $22.28M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Nonqualified Stock Options (right to buy) — 0 shares (Direct);
Common Stock — 2,850,579 shares (Direct);
Common Stock — 10,180,970 shares (Indirect, By Pale Fire Capital SICAV a.s.);
Common Stock — 100 shares (Indirect, By Pale Fire Capital SE)
Footnotes (5)
- F1. Represents 1,110,943.375 shares withheld to cover the exercise price of Groupon, Inc. (the "Issuer") Common Stock, and 236,241.625 shares withheld to satisfy the mandatory tax withholding requirements, resulting in a net settlement of 1,715,315 shares. This is not an open market sale of securities.
- F2. Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV.
- F3. Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE.
- F4. On March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase shares of Common Stock at a per share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). A majority vote of the Issuer's stockholders subsequently approved an amendment to the Plan at the Issuer's 2023 Annual Meeting of Stockholders, pursuant to which the Stock Options would vest and be exercised prior to the first anniversary of the Grant Date. Accordingly, one eighth (1/8th) of the Stock Options vested on June 30, 2023 and the remainder vested in substantially equal quarterly installments over the next seven (7) quarters. As of December 31, 2025, all 3,062,500 options were fully vested.
- F5. The Stock Options have a contractual expiration date of March 30, 2026. Pursuant to the terms of the Plan, if the expiration date of an option falls during a blackout period, the expiration date is automatically extended until 30 calendar days after the end of such blackout period. As the contractual expiration date of March 30, 2026 fell during a blackout period, the Stock Options remained exercisable until June 15, 2026.
Key Figures
Options Exercised: 3,062,500 shares
Exercise Price: $6.00 per share
Shares Delivered for Obligations: 1,347,185 shares
+5 more
8 metrics
Options Exercised
3,062,500 shares
Nonqualified stock options exercised on June 11, 2026
Exercise Price
$6.00 per share
Per-share exercise price for the nonqualified stock options
Shares Delivered for Obligations
1,347,185 shares
Common stock delivered to cover exercise price and tax liabilities
Share Delivery Price
$16.54 per share
Per-share value for shares delivered for exercise and taxes
Net Settlement Shares
1,715,315 shares
Footnote-described net share settlement after covering obligations
Direct Holdings After Transaction
2,850,579 shares
Direct Groupon common stock held by Dusan Senkypl
Pale Fire Capital SICAV Holding
10,180,970 shares
Groupon common stock directly owned by Pale Fire Capital SICAV a.s.
Pale Fire Capital SE Holding
100 shares
Groupon common stock directly owned by Pale Fire Capital SE
Key Terms
Nonqualified Stock Options (right to buy), mandatory tax withholding requirements, blackout period, beneficially own, +1 more
5 terms
Nonqualified Stock Options (right to buy) financial
"security_title: Nonqualified Stock Options (right to buy)"
mandatory tax withholding requirements financial
"Represents shares withheld to satisfy the mandatory tax withholding requirements"
blackout period regulatory
"if the expiration date of an option falls during a blackout period"
A blackout period is a temporary window when company insiders, employees or certain plan participants are barred from buying or selling the company’s stock, usually around earnings releases or other material events. It matters to investors because it reduces the risk of unfair trading based on secret information and can affect share liquidity and timing—think of it as a “no trading” zone set to keep the market fair and orderly.
beneficially own financial
"may be deemed to beneficially own the securities directly owned by PFC SICAV"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
2011 Incentive Plan financial
"granted nonqualified stock options under the Issuer's 2011 Incentive Plan, as amended"
FAQ
What did GRPN CEO Dusan Senkypl report in this Form 4 filing?
Dusan Senkypl reported exercising 3,062,500 nonqualified stock options into Groupon Common Stock at $6.00 per share. Shares were delivered to cover the exercise price and taxes, and his direct post‑transaction holdings are shown as 2,850,579 Groupon shares.
How many Groupon (GRPN) stock options did Dusan Senkypl exercise and at what price?
Senkypl exercised 3,062,500 nonqualified stock options into an equal number of Groupon common shares at an exercise price of $6.00 per share. These options were granted under Groupon’s 2011 Incentive Plan and were fully vested before the reported exercise.
Were any of Dusan Senkypl’s GRPN Form 4 transactions open‑market sales?
The filing describes 1,347,185 shares delivered at $16.54 per share to pay the option exercise price and mandatory tax withholding. A footnote states this was a net share settlement resulting in 1,715,315 shares and explicitly notes it was not an open‑market sale.
What are Dusan Senkypl’s direct holdings of Groupon (GRPN) common stock after the Form 4?
After the reported option exercise and related share deliveries, Senkypl’s direct holdings of Groupon common stock are reported as 2,850,579 shares. This figure reflects his direct position and is separate from shares owned by Pale Fire Capital entities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
