Initial Statement of Beneficial Ownership (3)
May 27 2022 - 7:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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RPD Fund Management LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/20/2022
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3. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [GRPN]
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(Last)
(First)
(Middle)
767 THIRD AVE, 35TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share | 2997720 | I | See footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Call Option (Obligation to sell) | (2) | 6/10/2022 | Common Stock | 150000 | $18 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 6/17/2022 | Common Stock | 769800 | $18 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 6/24/2022 | Common Stock | 65000 | $18 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 7/15/2022 | Common Stock | 30000 | $17 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 7/15/2022 | Common Stock | 1717900 | $18 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 7/1/2022 | Common Stock | 300000 | $18.5 | I | See footnote (1) |
Call Option (Obligation to sell) | (2) | 7/15/2022 | Common Stock | 235000 | $19 | I | See footnote (1) |
Explanation of Responses: |
(1) | The securities are held by RPD Opportunity Fund LP Fund (the "RPD Fund"). RPD Fund Management LLC ("RPD Management") serves as the investment manager of the RPD Fund and RPD Opportunity LLC ("RPD Opportunity") serves as the general partner of the RPD Fund. As such, RPD Management and RPD Opportunity may be deemed to have beneficial ownership of the securities held by the RPD Fund. As the managing member of each of RPD Management and RPD Opportunity, Mr. Ahmet H. Okumus ("Mr. Okumus", and together with the RPD Fund, RPD Management and RPD Opportunity, the "Reporting Persons") may be deemed to have beneficial ownership of the securities held by the RPD Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the RPD Fund, except to the extent of its or his pecuniary interest therein. |
(2) | The call options may be exercised at any time prior to the expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RPD Fund Management LLC 767 THIRD AVE 35TH FLOOR NEW YORK, NY 10017 |
| X |
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RPD Opportunity Fund LP 767 THIRD AVE 35TH FLOOR NEW YORK, NY 10017 |
| X |
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OKUMUS AHMET H C/O OKUMUS FUND MANAGEMENT LTD. 767 THIRD AVENUE, 35TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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RPD Fund Management LLC, By: /s/ Ahmet H. Okumus, Managing Member | | 5/27/2022 |
**Signature of Reporting Person | Date |
RPD Opportunity LLC, By: /s/ Ahmet H. Okumus, Managing Member | | 5/27/2022 |
**Signature of Reporting Person | Date |
RPD Opportunity Fund LP, By: RPD Opportunity LLC, its general partner, By: /s/ Ahmet H. Okumus, Managing Member | | 5/27/2022 |
**Signature of Reporting Person | Date |
/s/ Ahmet H. Okumus | | 5/27/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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