GRPN

SEC source: 0000921895-22-001174 · form4a13335002bar44_04072022.xml · nonDerivative · entry 6

Barta Jan · CIK 0001892479 · See Footnote 1

Senkypl Dusan · CIK 0001922405 · See Footnote 1 and Remarks

Pale Fire Capital SE · CIK 0001922318 · See Footnote 1 and Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 722,219

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

SEC source: 0000921895-22-001081 · form413335002_04042022.xml · nonDerivative · entry 5

Barta Jan · CIK 0001892479 · See Footnote 1

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 692,114

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

F5 · ownership.nature: As of the date hereof, such Reporting Person has not yet received the applicable edgar codes required to make filings with the Securities and Exchange Commission; however, such Reporting Person has applied for the applicable codes and will supplement this Form 4 once such codes are available.

SEC source: 0000921895-22-001081 · form413335002_04042022.xml · nonDerivative · entry 4

Barta Jan · CIK 0001892479 · See Footnote 1

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 613,488

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

F5 · ownership.nature: As of the date hereof, such Reporting Person has not yet received the applicable edgar codes required to make filings with the Securities and Exchange Commission; however, such Reporting Person has applied for the applicable codes and will supplement this Form 4 once such codes are available.

SEC source: 0000921895-22-001081 · form413335002_04042022.xml · nonDerivative · entry 3

Barta Jan · CIK 0001892479 · See Footnote 1

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 611,888

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

F5 · ownership.nature: As of the date hereof, such Reporting Person has not yet received the applicable edgar codes required to make filings with the Securities and Exchange Commission; however, such Reporting Person has applied for the applicable codes and will supplement this Form 4 once such codes are available.

SEC source: 0000921895-22-001174 · form4a13335002bar44_04072022.xml · nonDerivative · entry 5

Barta Jan · CIK 0001892479 · See Footnote 1

Senkypl Dusan · CIK 0001922405 · See Footnote 1 and Remarks

Pale Fire Capital SE · CIK 0001922318 · See Footnote 1 and Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 692,114

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

SEC source: 0000921895-22-001174 · form4a13335002bar44_04072022.xml · nonDerivative · entry 4

Barta Jan · CIK 0001892479 · See Footnote 1

Senkypl Dusan · CIK 0001922405 · See Footnote 1 and Remarks

Pale Fire Capital SE · CIK 0001922318 · See Footnote 1 and Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 613,488

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

SEC source: 0000921895-22-001174 · form4a13335002bar44_04072022.xml · nonDerivative · entry 3

Barta Jan · CIK 0001892479 · See Footnote 1

Senkypl Dusan · CIK 0001922405 · See Footnote 1 and Remarks

Pale Fire Capital SE · CIK 0001922318 · See Footnote 1 and Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Pale Fire Capital SE

Disclosed balance after: 611,888

F1 · security: This Form 4 is filed jointly by Jan Barta, Dusan Senkypl and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

SEC source: 0001490281-22-000035 · wf-form4_164799203888194.xml · derivative · entry 3

Dvorak Kerrie · CIK 0001884664 · Interim CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 513 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: 513 RSUs reported on this line vested on March 20, 2022, subject to Ms. Dvorak's continued employment with the Company through the vesting date

F3 · derivative.expiration_date: 513 RSUs reported on this line vested on March 20, 2022, subject to Ms. Dvorak's continued employment with the Company through the vesting date

SEC source: 0001490281-22-000035 · wf-form4_164799203888194.xml · nonDerivative · entry 2

Dvorak Kerrie · CIK 0001884664 · Interim CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,904

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: 0001490281-22-000035 · wf-form4_164799203888194.xml · nonDerivative · entry 1

Dvorak Kerrie · CIK 0001884664 · Interim CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,159

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: 0001490281-22-000033 · wf-form4_164755771849388.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,812 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: 1,812 of the restricted stock units reported on this line vested on March 15, 2022, subject to Mr. Drobny's continued employment with the Company through the vesting date.

F3 · derivative.expiration_date: 1,812 of the restricted stock units reported on this line vested on March 15, 2022, subject to Mr. Drobny's continued employment with the Company through the vesting date.

SEC source: 0001490281-22-000033 · wf-form4_164755771849388.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,151

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: 0001490281-22-000033 · wf-form4_164755771849388.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,954

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: 0001490281-22-000031 · wf-form4_164729901284574.xml · derivative · entry 3

Deshpande Kedar · CIK 0001898115 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 677,037

Underlying: Common Stock · 61,548 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 represent the sum of two separate awards with identical vesting terms and will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: The restricted stock units reported on this line represent the sum of two separate awards with identical vesting terms and will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.

SEC source: 0001490281-22-000031 · wf-form4_164729901284574.xml · nonDerivative · entry 2

Deshpande Kedar · CIK 0001898115 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,266

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: 0001490281-22-000031 · wf-form4_164729901284574.xml · nonDerivative · entry 1

Deshpande Kedar · CIK 0001898115 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,548

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: 0001490281-22-000029 · wf-form4_164634533964877.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,142

F1 · date: After February 20, 2022 RSU vesting date, distribution of shares of Common Stock occurred on March 1, 2022 following administrative processing of the grant and vesting event.

F2 · 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: 0001490281-22-000029 · wf-form4_164634533964877.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,345

Underlying: Common Stock · 8,289 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.

F3 · 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 1/16 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2022 through November 20, 2023, and 1/8 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2024 through November 20, 2024, subject to Mr. Drobny's continued employment with the Company through each vesting date.

F4 · derivative.expiration_date: The restricted stock units reported on this line will vest 1/16 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2022 through November 20, 2023, and 1/8 quarterly on the 20th day of the second month of each calendar quarter from February 20, 2024 through November 20, 2024, subject to Mr. Drobny's continued employment with the Company through each vesting date.

SEC source: 0001490281-22-000029 · wf-form4_164634533964877.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 107,815

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 · date: After February 20, 2022 RSU vesting date, distribution of shares of Common Stock occurred on March 1, 2022 following administrative processing of the grant and vesting event.

SEC source: 0001490281-22-000019 · wf-form4_164401760176816.xml · derivative · entry 1

BARRIS PETER J · CIK 0001005561 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,562

Underlying: Common Stock · 863 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.

SEC source: 0001490281-22-000018 · wf-form4_164401757842958.xml · derivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,014

Underlying: Common Stock · 792 shares

Expires not disclosed

F5 · 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.

F5 · 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: 0001490281-22-000020 · wf-form4_164401762030534.xml · derivative · entry 1

Wahl Deborah · CIK 0001721714 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,288

Underlying: Common Stock · 845 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: 0001490281-22-000014 · wf-form4_164324204393957.xml · derivative · entry 1

Deshpande Kedar · CIK 0001898115 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 363,585

Underlying: Common Stock · 363,585 shares

Expires not disclosed

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

F2 · shares: This Form 4 reports an award of 363,585 restricted stock units, which is the second of two restricted stock unit awards to the Reporting Person. The first award granted on December 10, 2021 was for 375,000 restricted stock units, which has been separately reported. These awards totaling 738,585 restricted stock units were granted in two installments because of a calendar year limit imposed by the Groupon, Inc. 2011 Incentive Plan, as amended. Both awards have the same vesting terms set forth in Footnote 3 below.

F3 · derivative.exercise_date: The restricted stock units reported on this line will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: The restricted stock units reported on this line will vest quarterly in twelve substantially equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.

F2 · derivative.underlying_shares: This Form 4 reports an award of 363,585 restricted stock units, which is the second of two restricted stock unit awards to the Reporting Person. The first award granted on December 10, 2021 was for 375,000 restricted stock units, which has been separately reported. These awards totaling 738,585 restricted stock units were granted in two installments because of a calendar year limit imposed by the Groupon, Inc. 2011 Incentive Plan, as amended. Both awards have the same vesting terms set forth in Footnote 3 below.

F2 · balance_after: This Form 4 reports an award of 363,585 restricted stock units, which is the second of two restricted stock unit awards to the Reporting Person. The first award granted on December 10, 2021 was for 375,000 restricted stock units, which has been separately reported. These awards totaling 738,585 restricted stock units were granted in two installments because of a calendar year limit imposed by the Groupon, Inc. 2011 Incentive Plan, as amended. Both awards have the same vesting terms set forth in Footnote 3 below.

SEC source: 0001490281-22-000010 · wf-form4_164306440395406.xml · derivative · entry 3

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 462

Underlying: Common Stock · 462 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: 462 RSUs reported on this line vested on January 20, 2022 and 462 RSUs will vest on January 20, 2023, in each case subject to Mr. Schmitz's continued employment with the Company through each vesting date.

F3 · derivative.expiration_date: 462 RSUs reported on this line vested on January 20, 2022 and 462 RSUs will vest on January 20, 2023, in each case subject to Mr. Schmitz's continued employment with the Company through each vesting date.

SEC source: 0001490281-22-000010 · wf-form4_164306440395406.xml · nonDerivative · entry 2

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,063

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: 0001490281-22-000010 · wf-form4_164306440395406.xml · nonDerivative · entry 1

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,223

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: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 18

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,755

Underlying: Common Stock · 7,754 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.

F8 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F11 · 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.

F11 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 17

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,354

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.

F8 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F10 · derivative.exercise_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.

F10 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 16

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 455 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.

F8 · derivative.exercise_price: Each performance share unit represents a contingent right to receive one share of Common Stock.

F9 · derivative.exercise_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.

F9 · 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.

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 15

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,066

Underlying: Common Stock · 4,066 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.

F5 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F7 · 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.

F7 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 14

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,099

Underlying: Common Stock · 6,099 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.

F5 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F7 · 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.

F7 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · derivative · entry 13

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,750

Underlying: Common Stock · 14,750 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.

F5 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F6 · derivative.exercise_date: The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

F6 · derivative.expiration_date: The restricted stock units reported on this line vest in equal installments on January 2, 2021, July 2, 2021, January 2, 2022, and July 2, 2022, subject, in each case, to Mr. Drobny's continued employment with the Company through each vesting date.

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 12

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,526

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 11

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 102,962

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 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 10

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,208

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 9

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,251

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, 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 8

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,898

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 7

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,100

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 · 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: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 6

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,645

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,447

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: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,381

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,083

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: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,984

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

SEC source: 0001490281-22-000007 · wf-form4_164134897095121.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,835

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: 0001490281-22-000008 · wf-form4_164134902776036.xml · derivative · entry 3

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 206 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.

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

F4 · derivative.expiration_date: The performance share units reported on this line were granted on April 17, 2019 and credited following certification of performance metrics applicable to the performance period ended December 31, 2019. 206 shares vested on January 2, 2022

SEC source: 0001490281-22-000008 · wf-form4_164134902776036.xml · nonDerivative · entry 2

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,761

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

SEC source: 0001490281-22-000008 · wf-form4_164134902776036.xml · nonDerivative · entry 1

Schmitz Damien · CIK 0001891808 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,833

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: 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, 2019.

SEC source: 0001490281-22-000003 · wf-form4_164124751368422.xml · nonDerivative · entry 1

Wahl Deborah · CIK 0001721714 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,654

F1 · kind: The transactions reported in this line item were effected for tax planning purposes pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price is the result of multiple lots for the same price that have been combined. Full information regarding the number of shares sold at this 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.

F1 · price: The transactions reported in this line item were effected for tax planning purposes pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price is the result of multiple lots for the same price that have been combined. Full information regarding the number of shares sold at this 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.

SEC source: 0001490281-22-000004 · wf-form4_164124753702569.xml · nonDerivative · entry 1

Bass Robert J · CIK 0001552681 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,550

F1 · kind: The transaction reported in this line item was effected for tax planning purposes pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

SEC source: 0001490281-21-000138 · wf-form4_163953116750710.xml · derivative · entry 1

Deshpande Kedar · CIK 0001898115 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 738,585

Underlying: Common Stock · 738,585 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 quarterly in twelve equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.

F2 · derivative.expiration_date: The restricted stock units reported on this line will vest quarterly in twelve equal installments, beginning on March 10, 2022, in each case subject to Mr. Deshpande's continued employment with the Company through each vesting date.