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Groupon Executive Boosts Stake as Performance Targets Trigger Share Awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Groupon CFO Jiri Ponrt reported multiple transactions involving Performance Share Units (PSUs) on June 18, 2025:

  • Acquired 40,968 shares of common stock through PSU conversion at $0, resulting in direct ownership of 198,336 shares
  • Disposition of 40,968 PSUs upon conversion to common stock
  • Forfeiture of 2,157 PSUs due to 5% reduction under vesting-modifier performance metric
  • New grant of 2,157 PSUs with performance conditions for 2025-2027 period

The PSUs vest based on stock price hurdles over three-year performance periods and continued service conditions. Vesting occurs upon certification by the compensation committee. The transactions demonstrate ongoing executive compensation alignment with company performance metrics.

Positive

  • None.

Negative

  • None.
Insider Ponrt Jiri
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Performance Share Units 40,968 $0.00 --
Exercise Performance Share Units 2,157 $0.00 --
Grant/Award Performance Share Units 2,157 $0.00 --
Exercise Common Stock 40,968 $0.00 --
Holdings After Transaction: Performance Share Units — 438,638 shares (Direct); Common Stock — 198,336 shares (Direct)
Footnotes (1)
  1. 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 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Ponrt Jiri
(Last) (First) (Middle)
35 W. WACKER
FLOOR 25
(Street)
CHICAGO IL 60601
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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 40,968 A $0 198,336 D
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 (1) 06/18/2025 M 40,968 (2) (2) Common Stock 40,968 $0 438,638 D
Performance Share Units (1) 06/18/2025 M 2,157 (3) (3) Common Stock 2,157 $0 436,481 D
Performance Share Units (1) 06/18/2025 A 2,157 (4) (4) Common Stock 2,157 $0 4,314 D
Explanation of Responses:
1. Each performance stock unit represents a contingent right to receive one share of Common Stock.
2. 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.
3. Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
4. 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.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many performance share units (PSUs) did GRPN's CFO Jiri Ponrt acquire on June 18, 2025?

According to the Form 4 filing, GRPN's CFO Jiri Ponrt acquired 40,968 shares of Common Stock through the conversion of Performance Share Units on June 18, 2025. Additionally, he received 2,157 new PSUs while forfeiting the same amount due to a 5% reduction under the vesting-modifier performance metric.

What are the vesting conditions for GRPN CFO's new performance share units granted in 2025?

The new PSUs granted to GRPN's CFO have two key vesting conditions: 1) Meeting performance thresholds over a two-year performance period from May 1, 2025, to May 1, 2027, and 2) Achieving continued service conditions measured on May 1, 2026, and May 1, 2027. The shares vest upon certification of both conditions by the compensation committee.

How many shares of GRPN common stock does CFO Jiri Ponrt own after the June 18, 2025 transactions?

Following the reported transactions, GRPN CFO Jiri Ponrt directly owns 198,336 shares of Common Stock. Additionally, he holds 436,481 Performance Share Units that can convert to common stock subject to various vesting conditions.

What is the exercise price of GRPN's Performance Share Units reported in the June 2025 Form 4?

The Performance Share Units were acquired at $0 exercise price, as indicated in the Form 4 filing. Each PSU represents a contingent right to receive one share of Groupon Common Stock upon meeting specified vesting and performance conditions.