[SCHEDULE 13G/A] Groupon, Inc. SEC Filing

Rhea-AI Filing Summary

Continental General Insurance Company directly holds 2,929,832 shares of Groupon common stock, representing approximately 7.4% of the outstanding class based on 39,816,140 shares reported outstanding as of May 5, 2025. The filing shows no sole voting or dispositive power; all 2,929,832 shares are reported as held with shared voting and shared dispositive power. The statement explains that Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski may be deemed to beneficially own the same block through ownership and managerial relationships. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of a >5% position: 2,929,832 shares (~7.4%), which improves transparency for investors
• Filing states passive intent: certification indicates shares are not held to change or influence control

Negative

• No sole voting or dispositive power reported (sole power = 0), which limits immediate governance influence by the reporting persons
• Concentration is material at ~7.4% but the filing provides no detail on future intentions or plans beyond the passive certification

Insights

Corporate Governance Expert

TL;DR: A disclosed passive >5% stake with shared control; notable for governance monitoring but not an explicit takeover attempt.

The Schedule 13G/A reports a 2.93M-share, ~7.4% position held by a related group of insurance and holding entities and an individual. All voting and dispositive powers are reported as shared, with no sole control recorded, and the filing includes an explicit statement that the position is not held to influence control. For governance, this is material because >5% ownership triggers heightened disclosure and monitoring by the board, yet the filing shows no immediate control intent or activist signal.

Securities/Investment Analyst

TL;DR: Material passive stake disclosed; market impact likely limited absent further filings or changes in voting power.

The reported 2,929,832 shares equal roughly 7.4% of the issuer based on the cited share count, making this a material holding by regulatory standards. Ownership is structured through an insurance company, a parent group, a holding LLC and an individual manager, which may affect how the position is aggregated in public filings. Because the filer certifies no intent to influence control and records only shared voting/dispositive power, immediate market-moving implications appear limited unless subsequent filings indicate a change in intent or control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Groupon, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

399473206

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 399473206

1

Names of Reporting Persons

CONTINENTAL GENERAL INSURANCE CO

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,929,832.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,929,832.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,929,832.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 399473206

1

Names of Reporting Persons

Continental Insurance Group, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,929,832.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,929,832.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,929,832.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 399473206

1

Names of Reporting Persons

Continental General Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MICHIGAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,929,832.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,929,832.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,929,832.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 399473206

1

Names of Reporting Persons

Gorzynski Michael

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,929,832.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,929,832.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,929,832.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Groupon, Inc.
(b)	Address of issuer's principal executive offices: 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: Continental General Insurance Company ("CGIC"), Continental Insurance Group, Ltd. ("CIG"), Continental General Holdings LLC ("CGH"), and Michael Gorzynski ("Mr. Gorzynski").
(b)	Address or principal business office or, if none, residence: The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.
(c)	Citizenship: CGH is a Michigan limited liability company. CIG is a Delaware corporation. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States and Poland.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 399473206
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on June 30, 2025: (i) CGIC directly beneficially owned 2,929,832 shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Shares"). (ii) As the sole owner of CGIC, CIG may be deemed to beneficially own the 2,929,832 Shares beneficially owned by CGIC. (iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 2,929,832 Shares beneficially owned by CGIC. (iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 2,929,832 Shares beneficially owned by CGIC.
(b)	Percent of class: The following percentages are based on 39,816,140 Shares outstanding as of May 5, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. As of the close of business on June 30, 2025: (i) CGIC may be deemed to own approximately 7.4% of the outstanding Shares; (ii) CIG may be deemed to beneficially own approximately 7.4% of the outstanding Shares; (iii) CGH may be deemed to beneficially own approximately 7.4% of the outstanding Shares; and (iv) Mr. Gorzynski may be deemed to beneficially own approximately 7.4% of the outstanding Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on March 21, 2025.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CONTINENTAL GENERAL INSURANCE CO

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Executive Chairman
Date:	08/13/2025

Continental Insurance Group, Ltd.

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Chairman & President
Date:	08/13/2025

Continental General Holdings LLC

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Manager
Date:	08/13/2025

Gorzynski Michael

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski
Date:	08/13/2025

FAQ

How many GRPN shares do Continental entities report owning?

The reporting persons disclose ownership of 2,929,832 shares of Groupon common stock.

What percentage of GRPN does that represent?

The position represents approximately 7.4% of the class based on 39,816,140 shares outstanding as of May 5, 2025.

Who are the reporting persons on this Schedule 13G/A for GRPN?

The reporting persons are Continental General Insurance Company, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski.

Do any reporting persons have sole voting or dispositive power over the shares?

No. The filing reports 0 shares with sole voting or dispositive power and 2,929,832 shares with shared voting and dispositive power.

Was the position acquired to influence control of Groupon (GRPN)?

The filing includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.

As of what date is the ownership reported?

Ownership is reported as of the close of business on June 30, 2025.