[Form 4] Groupon, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dusan Senkypl, CEO and 10% owner of Groupon (GRPN), reported multiple transactions involving Performance Share Units (PSUs) and Common Stock on June 18, 2025:

• Acquired 109,250 shares of Common Stock through PSU conversion at $0
• Currently holds 663,761 shares directly and indirect ownership of 10,181,070 shares through Pale Fire Capital entities
• PSU transactions include: - Disposition of 109,250 units - Forfeiture of 5,750 units due to 5% reduction under vesting-modifier metric - New grant of 5,750 units with performance conditions through May 2027

The PSUs vest based on stock price hurdles over a three-year performance period (May 2024-2027) and continued service conditions. Senkypl maintains significant control through Pale Fire Capital SICAV and Pale Fire Capital SE, demonstrating substantial insider ownership position.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Senkypl Dusan

(Last) (First) (Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE 2N 252 42

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	06/18/2025		M		109,250	A	$0	663,761	D
Common Stock								10,180,970	I	By Pale Fire Capital SICAV a.s.(1)
Common Stock								100	I	By Pale Fire Capital SE(2)

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
Performance Share Units	(3)	06/18/2025		M			109,250	(4)	(4)	Common Stock	109,250	$0	1,169,698	D
Performance Share Units	(3)	06/18/2025		M			5,750	(5)	(5)	Common Stock	5,750	$0	163,948	D
Performance Share Units	(3)	06/18/2025		A		5,750		(6)	(6)	Common Stock	5,750	$0	11,500	D

Explanation of Responses:

1. Represents securities directly owned by PFC SICAV. Pale Fire Capital, 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, 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, may be deemed to beneficially own the securities directly owned by PFC SICAV.

2. Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

3. Each performance stock unit represents a contingent right to receive one share of Common Stock.

4. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

5. Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

6. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon performance thresholds over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

Remarks:

	/s/ Dylan Blommaert, by Power of Attorney	06/23/2025
	** 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.
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FAQ

How many GRPN shares did CEO Dusan Senkypl acquire on June 18, 2025?

CEO Dusan Senkypl acquired 109,250 shares of GRPN common stock on June 18, 2025, through the conversion of Performance Share Units (PSUs) at a price of $0.

What is Dusan Senkypl's total direct ownership of GRPN stock after the June 2025 transaction?

Following the reported transaction, Dusan Senkypl directly owned 663,761 shares of GRPN common stock. Additionally, he has indirect beneficial ownership of 10,180,970 shares through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE.

What are the vesting conditions for GRPN's Performance Share Units granted to the CEO?

The PSUs vest based on two conditions: 1) achievement of pre-established stock price hurdles over a three-year performance period from May 1, 2024, to May 1, 2027, and 2) continued service conditions measured on May 1, 2025, 2026, and 2027. Vesting occurs upon certification of both conditions by the compensation committee.

How many GRPN Performance Share Units were forfeited in the June 2025 transaction?

5,750 PSUs originally granted on May 1, 2024, were forfeited due to a 5% reduction under the vesting-modifier performance metric. However, 5,750 new PSUs were granted with a performance period from May 1, 2025, to May 1, 2027.