Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
06 Fevereiro 2025 - 6:15PM
Edgar (US Regulatory)
Exhibit 1
Equivalent of Directors and Officers of
Pale Fire Capital SICAV a.s.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
|
|
|
|
Pale Fire Capital investicni spolecnost a.s.*
Sole member of Board of Directors
|
|
|
|
Dusan Senkypl*
Authorized representative of Pale Fire Capital investicni spolecnost a.s.
|
|
|
|
Petr Krajicek
Authorized representative of Pale Fire Capital investicni spolecnost a.s.
|
Private investor, entrepreneur |
U Floriana 402/11,
Kolodeje, 190 16 Praha 9
Czech Republic |
Czech Republic |
Filip Rezny
Supervisory Board member
|
Financial Controller at Pale Fire Capital SE
|
U Traktorky 1234/4, Dolni Chabry, 184 00 Praha 8
Czech Republic
|
Czech Republic |
David Holy
Supervisory Board member
|
Private investor, entrepreneur |
K Vrbickam 820/34
664 48 Moravany
Czech Republic
|
Czech Republic |
Rostislav Moric
Supervisory Board member
|
Interim CFO at Pale Fire Capital SE, CFO at Aukro s.r.o. |
Vinohradska 1418/135, Zizkov, 130 00 Praha 3
Czech Republic
|
Czech Republic |
Equivalent of Directors and Officers of
Pale Fire Capital investicni spolecnost a.s.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
|
|
|
|
Jan Barta*
Chief Investment Officer
|
|
|
|
Dusan Senkypl*
Member of Board of Directors
|
|
|
|
Petr Krajicek
Member of Board of Directors
|
Private investor, entrepreneur |
U Floriana 402/11, Kolodeje, 190 16 Praha 9
Czech Republic |
Czech Republic |
Petr Fiman Chief Operating Officer & Chief Financial Officer
|
Employee at Pale Fire Capital SE |
Pod Krocinkou 752/31, Vysocany, 190 00 Praha 9
Czech Republic |
Czech Republic |
Filip Rezny
Supervisory Board member
|
Financial Controller at Pale Fire Capital SE
|
U Traktorky 1234/4, Dolni Chabry, 184 00 Praha 8
Czech Republic
|
Czech Republic
|
David Holy
Chairman of Supervisory Board
|
Private investor, entrepreneur
|
K Vrbickam 820/34
664 48 Moravany
Czech Republic
|
Czech Republic
|
Rostislav Moric
Supervisory Board member
|
Interim CFO at Pale Fire Capital SE, CFO at Aukro s.r.o. |
Vinohradska 1418/135, Zizkov, 130 00 Praha 3
Czech Republic
|
Czech Republic |
Equivalent of Directors and Officers of
Pale Fire Capital SE
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
|
|
|
|
Dusan Senkypl*
Chairman of Board of Directors
|
|
|
|
Jan Barta*
Chairman of Supervisory Board
|
|
|
|
Petr Krajicek
Member of Board of Directors
|
Private investor, entrepreneur |
U Floriana 402/11, Kolodeje, 190 16 Praha 9
Czech Republic |
Czech Republic |
David Holy
Supervisory Board member
|
Private investor, entrepreneur |
K Vrbickam 820/34
664 48 Moravany
Czech Republic
|
Czech Republic |
Jiri Ponrt1
Supervisory Board member
|
Entrepreneur, CFO at Groupon, Inc. |
Na Jezove 339
251 66 Mirosovice
Czech Republic
|
Czech Republic |
_______________
* Such entity or individual is a Reporting Person
and, as such, the information with respect to such entity or individual called for by the Schedule 13D is set forth therein.
1 Mr. Ponrt directly beneficially owns
116,400 Shares, which were acquired upon the vesting of certain restricted stock units awarded to him in his capacity as Chief Financial
Officer of the Issuer. Mr. Ponrt has also been awarded an aggregate of 522,731 Performance Share Units (“PSUs”) in connection
with his service as the Chief Financial Officer of the Issuer. Each PSU represents a contingent right to receive one Share. The number
of Shares that will be acquired on vesting of the PSUs is contingent upon the achievement of pre-established stock price hurdles ($14.86,
$20.14, $31.01 and $68.82) over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of
continued service conditions measured on each of May 1, 2025, May 1, 2026 and May 1, 2027. The PSUs will vest immediately upon certification
of the achievement of both conditions by the Compensation Committee of the Board.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Groupon, Inc.,
a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Pale Fire Capital SICAV a.s. |
|
By: |
/s/ Dusan Senkypl |
|
|
Dusan Senkypl, Authorized Representative |
Date: |
02/06/2025 |
Pale Fire Capital investicni spolecnost a.s. |
|
By: |
/s/ Dusan Senkypl |
|
|
Dusan Senkypl, Board Member |
Date: |
02/06/2025 |
Pale Fire Capital SE |
|
By: |
/s/ Dusan Senkypl |
|
|
Dusan Senkypl, Chairman of the Board |
Date: |
02/06/2025 |
Senkypl Dusan |
|
By: |
/s/ Dusan Senkypl |
|
|
Dusan Senkypl |
Date: |
02/06/2025 |
Barta Jan |
|
By: |
/s/ Jan Barta |
|
|
Jan Barta |
Date: |
02/06/2025 |
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