Filing Details

Accession Number:
0001225208-15-012202
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-05-15 18:07:17
Reporting Period:
2015-05-13
Filing Date:
2015-05-15
Accepted Time:
2015-05-15 18:07:17
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1490281 Groupon Inc. GRPN Services-Advertising Agencies (7311) 270903295
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1114238 A Bradley Keywell C/o Groupon, Inc.
600 West Chicago Avenue
Chicago IL 60654
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2015-05-13 250,000 $6.75 31,575,030 No 4 S Indirect by Rugger Ventures LLC
Class A Common Stock Disposition 2015-05-14 250,000 $6.61 31,325,030 No 4 S Indirect by Rugger Ventures LLC
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect by Rugger Ventures LLC
No 4 S Indirect by Rugger Ventures LLC
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 42,043 Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Deferred Stock Unit Award (Right to Receive) $0.00 50,226 50,226 Direct
Class A Common Stock Class B Common Stock $0.00 2011-11-03 2016-10-31 400,008 400,008 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
50,226 50,226 Direct
2016-10-31 400,008 400,008 Indirect
Footnotes
  1. The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on May 13, 2015. The price per share for such transactions ranged from $6.72 to $6.85. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
  2. The shares of Class A Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).
  3. The transactions reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price reflects the weighted average sale price per share for the transactions on May 14, 2015. The price per share for such transactions ranged from $6.52 to $6.76. Full information regarding the number of shares sold at each separate price will be provided to the United States Securities and Exchange Commission, the Issuer or a security holder of the Issuer upon a request for such information.
  4. Mr. Keywell has received an exempt award of Deferred Stock Units ("DSUs") under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A common stock (or, in the sole discretion of Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Mr. Keywell has elected to receive DSUs in lieu of the annual retainer fees payable for services on Groupon's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.
  5. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on October 31, 2016.
  6. In addition to the disclosure directly above, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value (subject to certain exceptions set forth in the Issuer's amended and restated certificate of incorporation), or (iii) in the event of the death or permanent mental disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Keywell, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by another Class B stockholder.
  7. The shares of Class B Common Stock reported on this line are held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley A. Keywell, and Mr. Keywell's children (20%).