GRPN Form 4 — Senkypl reports PSU grant and indirect holdings
Rhea-AI Filing Summary
Senkypl Dusan, identified as a director, 10% owner and officer (CEO) of Groupon, Inc. (GRPN), reported equity awards and changes in beneficial ownership dated 08/11/2025. The filing discloses grants of performance share units (PSUs) and related changes in common stock holdings. One grant covers 109,250 PSUs (each PSU is a contingent right to one share) and additional PSU entries of 5,750 and 5,750 are shown with differing transaction codes and post-transaction tallies.
The PSUs are subject to stock-price hurdles over a three-year performance period beginning May 1, 2024, and/or remediation of a stated material weakness over a two-year period beginning May 1, 2025, plus continued service conditions. Following the reported transactions, the filing lists 773,011 shares directly beneficially owned and indirect holdings of 10,180,970 shares (Pale Fire Capital SICAV) and 100 shares (Pale Fire Capital SE). A forfeiture of 5,750 PSUs is also recorded due to a 5% reduction under a vesting-modifier metric.
Positive
- Grant of 109,250 performance share units reported on 08/11/2025, each PSU representing a contingent right to one share
- Direct beneficial ownership of 773,011 shares is reported following the transactions
- Indirect holdings of 10,180,970 shares via Pale Fire Capital SICAV are disclosed, clarifying ownership structure
Negative
- 5,750 PSUs forfeited due to a 5% reduction under a vesting‑modifier performance metric
- PSU vesting contingent on remediation of a material weakness over a two‑year period beginning May 1, 2025, indicating an existing control weakness
- Potential future dilution of at least 109,250 shares if PSUs vest and convert to common stock
Insights
TL;DR: Routine executive equity awards totaling 109,250 PSUs with performance and service-based vesting; notable indirect holdings disclosed.
The Aug 11, 2025 entries document non‑cash equity compensation in the form of performance share units: the principal line shows 109,250 PSUs granted, each convertible to one share upon satisfaction of performance and service conditions. Vesting metrics include multi-year stock-price hurdles (May 1, 2024–May 1, 2027) and a separate metric tied to remediation of a disclosed material weakness (May 1, 2025–May 1, 2027). One PSU tranche suffered a 5% reduction leading to forfeiture of 5,750 PSUs.
From a compensation governance view, these awards are structured to tie pay to multi-year outcomes and remediation milestones; the filing is procedural and aligns with typical executive incentive practices.
TL;DR: Filing discloses substantial direct and indirect ownership and control links to Pale Fire Capital; changes are material for disclosure but appear routine.
The report confirms that Mr. Senkypl may be deemed to beneficially own securities held by Pale Fire Capital entities: 10,180,970 shares are reported indirectly via Pale Fire Capital SICAV and 100 shares via Pale Fire Capital SE, in addition to 773,011 shares held directly post-transaction. The explanatory notes explicitly describe control relationships among Pale Fire Capital, PFC SICAV and the reporting person. These disclosures are important for understanding related‑party ownership concentration and control, and they satisfy Section 16 reporting requirements. The items disclosed are material for governance transparency but do not, on their face, indicate an extraordinary corporate event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Share Units | 109,250 | $0.00 | -- |
| Exercise | Performance Share Units | 5,750 | $0.00 | -- |
| Grant/Award | Performance Share Units | 5,750 | $0.00 | -- |
| Exercise | Common Stock | 109,250 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. Each performance stock unit represents a contingent right to receive one share of Common Stock. 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. Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric. This grant was approved by the compensation committee of the board of directors of the Issuer on Aug 11, 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness 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.
