GRPN Groupon Inc

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On June 13, 2022, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, immediately following the Issuer’s 2022 annual meeting of stockholders scheduled to be held on June 15, 2022 (the “2022 Annual Meeting”), the Issuer will (i) increase the size of its Board of Directors (the “Board”) to nine (9) directors and (ii) (A) appoint Dusan Senkypl to the Board to serve as a new director and (B) appoint Jan Barta to initially serve as a Board observer and then as a new director by November 30, 2022. In addition, following Mr. Senkypl’s appointment to the Board, he will serve as a member of the Executive Committee of the Board (the “Executive Committee”). Mr. Barta will serve as an observer of the Executive Committee following his appointment as a Board observer and will continue to serve as an observer of the Executive Committee following his appointment as a director. Until the Termination Date (as defined below), the Issuer also agreed not to increase the size of the Board beyond ten members or seek to classify the Board without the Reporting Persons’ consent.

Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Cooperation Agreement until the earlier to occur of (i) 30 days prior to the nomination deadline for the Issuer’s 2023 annual meeting of stockholders and (ii) 120 days prior to the first anniversary of the date on which the Issuer first mailed its proxy materials or a notice of availability of proxy materials for the 2022 Annual Meeting (such earliest date, the “Termination Date”). The Reporting Persons also agreed to vote their Shares (A) in favor of each of the Board’s proposals at the 2022 Annual Meeting and (B) in accordance with the Board’s recommendation with respect to any other matter presented to stockholders prior to the Termination Date; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). Until the Termination Date, the Reporting Persons also agreed not to acquire ownership of more than 25% of the outstanding Shares.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6 is hereby amended to add the following:

On June 13, 2022, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.