Initial Statement of Beneficial Ownership (3)
12 Maio 2023 - 5:56PM
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
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Netzly Kyle |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/3/2023
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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 AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Interim CAO / |
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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 | 4749 | 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 | 5/20/2023 | (1) | Common Stock | 867.0 | (2) | D | |
| Restricted Stock Units | 5/20/2023 | (3) | Common Stock | 5848.0 | (2) | D | |
| Restricted Stock Units | 8/20/2023 | (4) | Common Stock | 3422.0 | (2) | D | |
| Explanation of Responses: |
| (1) | The Restricted Stock Units ("RSUs") reported on this line will vest on May 20, 2023, subject to Ms. Netzly's continued employment with the Company through the vesting date. |
| (2) | Each RSU represents a contingent right to receive one share of Common Stock. |
| (3) | The RSUs reported on this line will vest in three annual installments beginning on May 20, 2023. 2,339 RSUs will vest on each of May 20, 2023 and May 20, 2024 and 1,170 RSUs will vest on May 20, 2025, subject to Ms. Netzly's continued employment with the Company through the vesting date. |
| (4) | The RSUs reported on this line will vest on August 20, 2023, subject to Ms. Netzly's continued employment with the Company through the vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Netzly Kyle
600 W. CHICAGO AVENUE
CHICAGO, IL 60654 |
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| Interim CAO |
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Signatures
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| Meagan LeGear, By Power of Attorney | | 5/12/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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