GRPN

SEC source: 0001490281-21-000075 · wf-form4_162189172239864.xml · derivative · entry 3

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,166

Underlying: Common Stock · 1,082 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The RSUs reported on this line vest in three equal installments on May 20, 2021, May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: The RSUs reported on this line vest in three equal installments on May 20, 2021, May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000075 · wf-form4_162189172239864.xml · nonDerivative · entry 2

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,962

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000075 · wf-form4_162189172239864.xml · nonDerivative · entry 1

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,280

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001490281-21-000074 · wf-form4_162189169463370.xml · derivative · entry 3

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,869

Underlying: Common Stock · 16,446 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: 10,233 restricted stock units reported on this line vested on December 20, 2020; 16,446 restricted stock units reported on this line vest on May 20, 2021; 9,869 restricted stock units reported on this line vest on May 20, 2022, subject, in each case, to Ms. Thomas' continued employment with the Company

F3 · derivative.expiration_date: 10,233 restricted stock units reported on this line vested on December 20, 2020; 16,446 restricted stock units reported on this line vest on May 20, 2021; 9,869 restricted stock units reported on this line vest on May 20, 2022, subject, in each case, to Ms. Thomas' continued employment with the Company

SEC source: 0001490281-21-000074 · wf-form4_162189169463370.xml · nonDerivative · entry 2

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,851

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000074 · wf-form4_162189169463370.xml · nonDerivative · entry 1

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,137

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950103-21-007271 · dp150980_4-agholdings.xml · derivative · entry 1

A-G Holdings, L.P. · CIK 0001671119 · Director · See Remarks

Atairos Partners GP, Inc. · CIK 0001671176 · See Remarks

Atairos Partners, L.P. · CIK 0001671185 · See Remarks

Atairos Group, Inc. · CIK 0001671122 · See Remarks

A-G Holdings GP, LLC · CIK 0001671120 · See Remarks

Angelakis Michael J · CIK 0001393014 · Director · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,314,815 shares

Expires not disclosed

F2 · security: The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.

F3 · security: This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.

F2 · derivative.exercise_price: The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.

F3 · derivative.exercise_price: This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.

F1 · kind: Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date.

F1 · shares: Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date.

F1 · price: Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date.

F2 · derivative.exercise_date: The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.

F2 · derivative.expiration_date: The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.

F2 · derivative.underlying_shares: The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.

F3 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.

F4 · ownership.nature: This Form 4 is being filed by more than one Reporting Person. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0001490281-21-000067 · wf-form4_162041900163177.xml · derivative · entry 1

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,810

Underlying: Common Stock · 38,810 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The restricted stock units reported on this line will vest 50% on January 2, 2022 and the remainder will vest in four equal quarterly installments beginning on April 2, 2022, subject, in each case, to Mr. Cooper's continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest 50% on January 2, 2022 and the remainder will vest in four equal quarterly installments beginning on April 2, 2022, subject, in each case, to Mr. Cooper's continued employment with the Company through each vesting date.

F3 · derivative.underlying_shares: These restricted stock units were granted following the conversion of previously approved 2021 performance share units at their target levels into restricted stock units.

SEC source: 0001490281-21-000068 · wf-form4_162041904732419.xml · derivative · entry 1

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,132

Underlying: Common Stock · 8,132 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

F3 · derivative.underlying_shares: These restricted stock units were granted following the conversion of previously approved 2021 performance share units at their target levels into restricted stock units.

SEC source: 0001490281-21-000066 · wf-form4_162041890139131.xml · derivative · entry 1

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,752

Underlying: Common Stock · 12,752 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Ms. Thomas' continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Ms. Thomas' continued employment with the Company through each vesting date.

F3 · derivative.underlying_shares: These restricted stock units were granted following the conversion of previously approved 2021 performance share units at their target levels into restricted stock units.

SEC source: 0001490281-21-000059 · wf-form4_162017446541194.xml · derivative · entry 1

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,103

Underlying: Common Stock · 4,103 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The RSUs reported on this line will vest in two equal installments on March 20, 2022 and March 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The RSUs reported on this line will vest in two equal installments on March 20, 2022 and March 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

SEC source: 0001209191-21-028409 · doc4.xml · derivative · entry 1

BARRIS PETER J · CIK 0001005561 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,319

Underlying: Common Stock · 453 shares

Expires not disclosed

F1 · derivative.exercise_date: Mr. Barris 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 Common Stock (or, in the sole discretion of the Issuer'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. Barris has elected to receive DSUs in lieu of annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

F1 · derivative.expiration_date: Mr. Barris 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 Common Stock (or, in the sole discretion of the Issuer'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. Barris has elected to receive DSUs in lieu of annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

F2 · balance_after: The number of shares reported has been adjusted to reflect the treatment of fractional shares in the Company's 1:20 reverse stock split which became effective on June 10, 2020.

SEC source: 0001490281-21-000052 · wf-form4_161947770187816.xml · derivative · entry 1

LEFKOFSKY ERIC P · CIK 0001114357 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,954

Underlying: Common Stock · 416 shares

Expires not disclosed

F1 · derivative.exercise_date: Mr. Lefkofsky 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.

F1 · derivative.expiration_date: Mr. Lefkofsky 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.

F2 · balance_after: The number of shares reported has been adjusted to reflect the treatment of fractional shares in the Company's 1:20 reverse stock split which became effective on June 10, 2020.

SEC source: 0001490281-21-000051 · wf-form4_161947754091119.xml · derivative · entry 1

Wahl Deborah · CIK 0001721714 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,090

Underlying: Common Stock · 444 shares

Expires not disclosed

F1 · derivative.exercise_date: Ms. Wahl 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 Common Stock (or, in the sole discretion of the 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. Ms. Wahl has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

F1 · derivative.expiration_date: Ms. Wahl 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 Common Stock (or, in the sole discretion of the 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. Ms. Wahl has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

SEC source: 0001490281-21-000059 · wf-form4_162017446541194.xml · derivative · entry 3

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,218

Underlying: Common Stock · 2,218 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4 · derivative.exercise_date: The RSUs reported on this line vest in two equal installments on May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

F4 · derivative.expiration_date: The RSUs reported on this line vest in two equal installments on May 20, 2022 and May 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000059 · wf-form4_162017446541194.xml · derivative · entry 2

Herauf Jeremy · CIK 0001856332 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 554

Underlying: Common Stock · 554 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The RSUs reported on this line vest in two equal installments on January 20, 2022 and January 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: The RSUs reported on this line vest in two equal installments on January 20, 2022 and January 20, 2023, subject to Mr. Herauf's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000045 · wf-form4_161739731853915.xml · derivative · entry 4

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,215

Underlying: Common Stock · 58,215 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4 · derivative.exercise_date: The restricted stock units reported on this line will vest 50% on January 2, 2022 and the remainder will vest in four equal quarterly installments beginning on April 2, 2022, subject, in each case, to Mr. Cooper's continued employment with the Company through each vesting date.

F4 · derivative.expiration_date: The restricted stock units reported on this line will vest 50% on January 2, 2022 and the remainder will vest in four equal quarterly installments beginning on April 2, 2022, subject, in each case, to Mr. Cooper's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000045 · wf-form4_161739731853915.xml · derivative · entry 3

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,000

Underlying: Common Stock · 90,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: 90,000 of the RSUs reported on this line will vest on April 1, 2021, 90,000 RSUs will vest on April 1, 2022 and 20,000 RSUs will vest on December 31, 2022.

F3 · derivative.expiration_date: 90,000 of the RSUs reported on this line will vest on April 1, 2021, 90,000 RSUs will vest on April 1, 2022 and 20,000 RSUs will vest on December 31, 2022.

SEC source: 0001490281-21-000045 · wf-form4_161739731853915.xml · nonDerivative · entry 2

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,041

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000045 · wf-form4_161739731853915.xml · nonDerivative · entry 1

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 132,911

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001490281-21-000047 · wf-form4_161739738170938.xml · derivative · entry 1

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,198

Underlying: Common Stock · 12,198 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000046 · wf-form4_161739734806787.xml · derivative · entry 1

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,128

Underlying: Common Stock · 19,128 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F2 · derivative.exercise_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Ms. Thomas' continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest in two equal installments on January 2, 2022 and January 2, 2023, subject, in each case, to Ms. Thomas' continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000033 · wf-form4_161601636223116.xml · derivative · entry 3

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,812

Underlying: Common Stock · 3,622 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: 3,622 of the restricted stock units reported on this line vested on March 15, 2021; and 1,812 of the restricted stock units reported on this line will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: 3,622 of the restricted stock units reported on this line vested on March 15, 2021; and 1,812 of the restricted stock units reported on this line will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000033 · wf-form4_161601636223116.xml · nonDerivative · entry 2

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,192

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000033 · wf-form4_161601636223116.xml · nonDerivative · entry 1

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,797

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001490281-21-000032 · wf-form4_161532844259101.xml · derivative · entry 3

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,289

Underlying: Common Stock · 4,577 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.expiration_date: 4,577 RSUs reported on this line will vest on March 5, 2021 and 2,288 RSUs will vest on March 5, 2022, in each case subject to Mr. Cooper's continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000032 · wf-form4_161532844259101.xml · nonDerivative · entry 2

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,911

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000032 · wf-form4_161532844259101.xml · nonDerivative · entry 1

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,939

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001490281-21-000031 · wf-form4_161532838546124.xml · derivative · entry 3

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 168 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The restricted stock units reported on this line will vest 1/4 on March 5, 2019, 1/8 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2019 through March 5, 2020, and 1/16 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2020 through March 5, 2021, subject to Ms. Thomas' continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: The restricted stock units reported on this line will vest 1/4 on March 5, 2019, 1/8 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2019 through March 5, 2020, and 1/16 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2020 through March 5, 2021, subject to Ms. Thomas' continued employment with the Company through each vesting date.

SEC source: 0001490281-21-000031 · wf-form4_161532838546124.xml · nonDerivative · entry 2

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,691

F1 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

SEC source: 0001490281-21-000031 · wf-form4_161532838546124.xml · nonDerivative · entry 1

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,766

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001490281-21-000029 · wf-form4_161439195626098.xml · nonDerivative · entry 2

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,362

F2 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon settlement. This is not an open market sale of securities.

SEC source: 0001490281-21-000029 · wf-form4_161439195626098.xml · nonDerivative · entry 1

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,394

F1 · kind: These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.

SEC source: 0001490281-21-000030 · wf-form4_161439203453690.xml · derivative · entry 3

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,508

Underlying: Common Stock · 15,508 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of common stock.

F4 · derivative.exercise_date: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.

F4 · derivative.expiration_date: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest in two equal annual installments beginning on January 2, 2022, in each case subject to Mr. Drobny's continuous employment as of the vesting date.

SEC source: 0001490281-21-000030 · wf-form4_161439203453690.xml · nonDerivative · entry 2

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,175

F2 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon settlement. This is not an open market sale of securities.

SEC source: 0001490281-21-000030 · wf-form4_161439203453690.xml · nonDerivative · entry 1

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,610

F1 · kind: These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.

SEC source: 0001490281-21-000028 · wf-form4_161439187232470.xml · derivative · entry 3

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,982

Underlying: Common Stock · 21,982 shares

Expires not disclosed

F3 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F4 · derivative.exercise_date: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest as follows: 12,909 performance share units on January 2, 2022 and 9,072 performance share units on January 2, 2023, in each case subject to Ms. Thomas' continuous employment as of the vesting date.

F4 · derivative.expiration_date: These performance share units were previously awarded and credited following the certification of performance metrics applicable to the performance period ended December 31, 2020. The performance share units reported on this line will vest as follows: 12,909 performance share units on January 2, 2022 and 9,072 performance share units on January 2, 2023, in each case subject to Ms. Thomas' continuous employment as of the vesting date.

SEC source: 0001490281-21-000028 · wf-form4_161439187232470.xml · nonDerivative · entry 2

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,598

F2 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon settlement. This is not an open market sale of securities.

SEC source: 0001490281-21-000028 · wf-form4_161439187232470.xml · nonDerivative · entry 1

Thomas Melissa · CIK 0001760333 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,317

F1 · kind: These shares of common stock represent the settlement of performance share units previously awarded under the Groupon, Inc. 2011 Incentive Plan and are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). These performance share units were credited following the certification of performance metrics applicable to the performance period ended December 31, 2020.

SEC source: 0001209191-21-006178 · doc4.xml · derivative · entry 1

BARRIS PETER J · CIK 0001005561 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,877

Underlying: Common Stock · 660 shares

Expires not disclosed

F1 · derivative.exercise_date: Mr. Barris 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Barris has elected to receive DSUs in lieu of annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

F1 · derivative.expiration_date: Mr. Barris 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Barris has elected to receive DSUs in lieu of annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

SEC source: 0001490281-21-000011 · wf-form4_161195596160882.xml · derivative · entry 4

LEFKOFSKY ERIC P · CIK 0001114357 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,547

Underlying: Common Stock · 606 shares

Expires not disclosed

F4 · derivative.exercise_date: Mr. Lefkofsky 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.

F4 · derivative.expiration_date: Mr. Lefkofsky 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 the Groupon's Common Stock (or, in the sole discretion of the 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. Lefkofsky has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer'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.

SEC source: 0001490281-21-000012 · wf-form4_161195606170117.xml · derivative · entry 1

Wahl Deborah · CIK 0001721714 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 646

Underlying: Common Stock · 646 shares

Expires not disclosed

F1 · derivative.exercise_date: Ms. Wahl 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 Common Stock (or, in the sole discretion of the 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. Ms. Wahl has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

F1 · derivative.expiration_date: Ms. Wahl 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 Common Stock (or, in the sole discretion of the 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. Ms. Wahl has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. The DSUs are immediately vested.

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · derivative · entry 6

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 575

Underlying: Common Stock · 1,150 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F6 · derivative.expiration_date: 1,725 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2018. 1,150 of these PSUs vested on January 2, 2021 and 575 PSUs will vest on January 2, 2022, subject to Mr. Cooper's continuous employment as of the vesting date.

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · derivative · entry 5

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,442

Underlying: Common Stock · 2,721 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F5 · derivative.expiration_date: 8,163 of the performance share units reported on this line were credited following certification of performance metrics applicable to the performance period ended December 31, 2019. These PSUs will vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Cooper's continuous employment as of the vesting date.

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · nonDerivative · entry 4

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,434

F2 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units, as applicable. This is not an open market sale of securities.

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · nonDerivative · entry 3

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,005

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · nonDerivative · entry 2

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,855

F2 · kind: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units, as applicable. This is not an open market sale of securities.

SEC source: 0001490281-21-000008 · wf-form4_160989926795126.xml · nonDerivative · entry 1

Cooper Aaron Z. · CIK 0001808437 · Interim CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,198

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2019, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

SEC source: 0001490281-21-000007 · wf-form4_160989910050533.xml · derivative · entry 9

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,707

Underlying: Common Stock · 2,353 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F8 · derivative.expiration_date: The performance share units reported on this line were credited effective February 18, 2020 following certification of performance metrics applicable to the one-year performance period ending December 31, 2019, and vest in three equal installments beginning on January 2, 2021, in each case subject to Mr. Drobny's continuous employment as of the vesting date.

SEC source: 0001490281-21-000007 · wf-form4_160989910050533.xml · derivative · entry 8

Drobny Dane A · CIK 0001492144 · Chief Admin Officer, GC & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 455

Underlying: Common Stock · 910 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F7 · derivative.expiration_date: The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018, and vest 20% on January 2, 2020; 40% on January 2, 2021; and 20% on January 2, 2022; in each case subject to Mr. Drobny's continuous employment with the Company as of the vesting date.