Initial Statement of Beneficial Ownership (3)
16 November 2021 - 9:26AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
Schmitz Damien |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/5/2021
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3. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [GRPN]
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(Last)
(First)
(Middle)
600 W CHICAGO AVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Interim CFO / |
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(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 10021 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | 11/30/2021 | (1) | Common Stock | 858.0 | (2) | D | |
| Performance Share Units | 1/2/2022 | (3) | Common Stock | 206.0 | (4) | D | |
| Restricted Stock Units | 1/20/2022 | (5) | Common Stock | 924.0 | (2) | D | |
| Restricted Stock Units | 5/20/2022 | (6) | Common Stock | 3696.0 | (2) | D | |
| Restricted Stock Units | 8/23/2022 | (7) | Common Stock | 1297.0 | (2) | D | |
| Restricted Stock Units | 10/20/2022 | (8) | Common Stock | 17668.0 | (2) | D | |
| Explanation of Responses: |
| (1) | The RSUs reported on this will line vest on November 30, 2021, subject to Mr. Schmitz's continued employment with the Company through the vesting date. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
| (3) | The PSUs reported on this line were granted on April 17, 2019 and credited following certification of performance metrics applicable to the performance period ended December 31, 2019. The PSUs will vest on January 2, 2022, subject to Mr. Schmitz's continuous employment through the vesting date. |
| (4) | Each performance share unit represents a contingent right to receive one share of Common Stock. |
| (5) | The RSUs reported on this line will vest in two equal annual installments beginning on January 20, 2022, in each case subject to Mr. Schmitz's continued employment with the Company through each vesting date. |
| (6) | The RSUs reported on this line will vest in two equal annual installments beginning on May 20, 2022, in each case subject to Mr. Schmitz's continued employment with the Company through each vesting date. |
| (7) | The RSUs reported on this line will vest on August 23, 2022, subject to Mr. Schmitz's continued employment with the Company through the vesting date. |
| (8) | The RSUs reported on this line will vest in three equal annual installments beginning on October 20, 2022, in each case subject to Mr. Schmitz's continued employment with the Company through each vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schmitz Damien
600 W CHICAGO AVE
CHICAGO, IL 60654 |
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| Interim CFO |
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Signatures
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| /s/ Erin G. Stone, by Power of Attorney | | 11/15/2021 |
| **Signature of Reporting Person | Date |
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