Amended Statement of Beneficial Ownership (sc 13d/a)
14 June 2022 - 6:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 9)1
Groupon, Inc.
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
399473206
(CUSIP Number)
JAN BARTA
PALE FIRE CAPITAL SE
Zatecka 55/14
Josefov, 110 00 Prague 1
Czech Republic
+420 777-767-773
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 13, 2022
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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PALE FIRE CAPITAL SE |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CZECH REPUBLIC |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,443,352 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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1,443,352 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,443,352 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.8% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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DUSAN SENKYPL |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CZECH REPUBLIC |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,271,846 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,443,352 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,271,846 |
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10 |
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SHARED DISPOSITIVE POWER |
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1,443,352 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,715,198 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.4% |
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14 |
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TYPE OF REPORTING PERSON |
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IN, HC |
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1 |
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NAME OF REPORTING PERSON |
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JAN BARTA |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CZECH REPUBLIC |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,838,712 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,443,352 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,838,712 |
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10 |
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SHARED DISPOSITIVE POWER |
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1,443,352 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,282,064 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.3% |
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14 |
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TYPE OF REPORTING PERSON |
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IN, HC |
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The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule
13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On June 13, 2022, the Reporting
Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement,
immediately following the Issuer’s 2022 annual meeting of stockholders scheduled to be held on June 15, 2022 (the “2022 Annual
Meeting”), the Issuer will (i) increase the size of its Board of Directors (the “Board”) to nine (9) directors and (ii)
(A) appoint Dusan Senkypl to the Board to serve as a new director and (B) appoint Jan Barta to initially serve as a Board observer and
then as a new director by November 30, 2022. In addition, following Mr. Senkypl’s appointment to the Board, he will serve as a member
of the Executive Committee of the Board (the “Executive Committee”). Mr. Barta will serve as an observer of the Executive
Committee following his appointment as a Board observer and will continue to serve as an observer of the Executive Committee following
his appointment as a director. Until the Termination Date (as defined below), the Issuer also agreed not to increase the size of the Board
beyond ten members or seek to classify the Board without the Reporting Persons’ consent.
Pursuant to the Cooperation
Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Cooperation Agreement until
the earlier to occur of (i) 30 days prior to the nomination deadline for the Issuer’s 2023 annual meeting of stockholders and (ii)
120 days prior to the first anniversary of the date on which the Issuer first mailed its proxy materials or a notice of availability of
proxy materials for the 2022 Annual Meeting (such earliest date, the “Termination Date”). The Reporting Persons also agreed
to vote their Shares (A) in favor of each of the Board’s proposals at the 2022 Annual Meeting and (B) in accordance with the Board’s
recommendation with respect to any other matter presented to stockholders prior to the Termination Date; provided, however, that if Institutional
Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect
to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance
with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion
with respect to any publicly announced proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). Until
the Termination Date, the Reporting Persons also agreed not to acquire ownership of more than 25% of the outstanding Shares.
The foregoing description
of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement,
which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issue. |
Item 6 is hereby amended
to add the following:
On June 13, 2022, the Reporting
Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibit. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Cooperation Agreement, dated June 13, 2022
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: June 13, 2022 |
Pale Fire Capital SE |
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By: |
/s/ Dusan Senkypl |
|
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Name: |
Dusan Senkypl |
|
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Title: |
Chairman of the Board |
|
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/s/ Dusan Senkypl |
|
Dusan Senkypl |
|
|
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/s/ Jan Barta |
|
Jan Barta |
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