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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2023
Commission File Number: 1-35335
Groupon, Inc.
(Exact name of registrant as specified in its charter)
Delaware27-0903295
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
600 W Chicago Avenue60654
Suite 400(Zip Code)
Chicago
Illinois(312)334-1579
(Address of principal executive offices)(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
    240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareGRPNNASDAQ Global Select Market


    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)
Emerging growth company     ☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Director to the Board

On July 2, 2023, the Board of Directors (the “Board”) of Groupon, Inc. (the “Company”) appointed Mr. Jason Harinstein to the Board.

Mr. Harinstein, 47, currently serves as the Chief Financial Officer of Collectors Holdings, Inc. (“Collectors”), a company that provides authentication, grading and marketplaces for the collectibles industry, a position that he has held since December 2021. Previously, Mr. Harinstein served as the Chief Financial Officer of Flatiron Health, a healthcare technology company, from 2017 to 2021. Prior to Flatiron Health, Mr. Harinstein served as Senior Vice President, Corporate Development and Strategy of the Company from 2011 to 2017. From 2005 to 2011, Mr. Harinstein was a Director of Corporate Development at Google. Mr. Harinstein received his Bachelor of Arts in Economics from Northwestern University and a Master of Business Administration from the University of Chicago Booth School of Business.

Also on July 2, 2023, the Board appointed Mr. Harinstein to the Audit Committee. The Board affirmatively determined that Mr. Harinstein (i) is an independent director under the applicable rules of Nasdaq as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and (ii) meets all applicable requirements for membership on the Audit Committee.

Mr. Harinstein will receive compensation consistent with the Company’s compensation program for non-employee directors, as described in the Company’s proxy statement, filed with the U.S. Securities and Exchange Commission on May 1, 2023.

There are no arrangements or understandings between Mr. Harinstein or any other persons pursuant to which Mr. Harinstein was named a director of the Company. Neither Mr. Harinstein nor his immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On July 7, 2023, the Company issued a press release announcing Mr. Harinstein’s appointment. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits:
 Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
** Management contract or compensatory plan or arrangement.









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 GROUPON, INC.
Date: July 7, 2023
 
By: /s/ Jiri Ponrt
Name: Jiri Ponrt
Title: Chief Financial Officer









Exhibit 99.1

Groupon Adds Jason Harinstein to Board of Directors

Chicago, Illinois--(Newsfile Corp. - July 7, 2023) - Groupon (NASDAQ: GRPN), today announced that it has appointed Jason Harinstein, CFO of Collectors Holdings, Inc., as a new independent member of the Company's Board of Directors. Harinstein will also sit on the Board's Audit Committee.

"We are pleased to be welcoming Jason to the Groupon Board," said Ted Leonsis, Chairman of the Board of Directors. "His directorship sees a return to Groupon, as Jason previously served as Groupon's SVP Corporate Development and Strategy. His deep understanding of Groupon's unique offering coupled with his broad marketplace and corporate experience will complement the strong technology and leadership expertise already represented on our board."

Harinstein is currently CFO at Collectors Holdings Inc. ('Collectors'), the leading provider of authentication, grading and marketplaces for the collectibles industry, with leading brands such as PSA, PCGS and Goldin. Previously, after his tenure at Groupon, Harinstein served as CFO of Flatiron Health, a leading provider of data and software to the oncology industry. Harinstein also currently serves on the Board of Directors of Slice Solutions, the leading online food ordering platform for independent pizzerias, where he serves on the Audit Committee.

"As Groupon continues with its mission to become the ultimate destination for local experiences and services, we are excited to have Jason join the board. His understanding of the Groupon business model along with his strong financial experience further strengthens the diverse set of skills and experiences represented on the board," commented Interim CEO, Dušan Šenkypl.

Mr. Harinstein added, "This is an important time at Groupon as the leadership team executes on its transformation. I'm excited to re-engage in supporting Groupon's mission and leadership as a member of the Board. My goal is to leverage my understanding of Groupon and subsequent experiences to help management unlock the power of Groupon's significant assets and create value for all our stakeholders."

About Groupon
Groupon (www.groupon.com) (NASDAQ: GRPN) is a trusted local marketplace where consumers go to buy services and experiences that make life more interesting and deliver boundless value. To find out more about Groupon, please visit https://investor.groupon.com/

Contacts
Investor Relations Contact:
ir@groupon.com
Media Relations Contact:
Emma Coleman
press@groupon.com

v3.23.2
Cover
Jul. 02, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 02, 2023
Entity File Number 1-35335
Entity Registrant Name Groupon, Inc.
Entity Tax Identification Number 27-0903295
Entity Incorporation, State or Country Code DE
Entity Address, Postal Zip Code 60654
Entity Address, Address Line One 600 W Chicago Avenue
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Chicago
City Area Code (312)
Entity Address, State or Province IL
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol GRPN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001490281
Amendment Flag false
Extension 334-1579
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