SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/25/2020 | 3. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [ GRPN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 242,128 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | 03/05/2021(1) | (1) | Common Stock | 137,320 | (2) | D | |
Restricted Stock Units | 06/05/2020(3) | (3) | Common Stock | 340,491 | (2) | D | |
Performance Share Units | 01/02/2021(4) | (4) | Common Stock | 197,778 | (5) | D | |
Stock Option (Right to Buy) | (6) | 05/31/2020 | Common Stock | 50,004(6) | 1.77 | D |
Explanation of Responses: |
1. 91,546 RSUs reported on this line will vest on March 5, 2021 and 45,774 RSUs will vest on March 5, 2022, in each case subject to Mr. Cooper's continued employment with the Company through each vesting date. |
2. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
3. The RSUs reported on this line vest in four equal installments on June 5 of each year, beginning on June 5, 2020, in each case subject to Mr. Cooper's continued employment with the Company through each vesting date. |
4. 34,512 of the PSUs reported on this line were granted on April 25, 2018 and credited following certification of performance metrics applicable to the performance period ended December 31, 2018. 23,008 PSUs will vest on January 2, 2021 and 11,504 PSUs will vest on January 2, 2022, in each case subject to Mr. Cooper's continuous employment as of the vesting date. 163,266 of the PSUs reported on this line were granted on February 12, 2019 and 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. |
5. Each performance share unit represents a contingent right to receive one share of Common Stock. |
6. All of the options reported on this line previously vested. |
Remarks: |
/s/ Erin G. Stone, by Power of Attorney | 04/06/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |