GRPN Groupon Inc

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Pale Fire Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,443,352 Shares owned directly by Pale Fire Capital is approximately $30,233,417, excluding brokerage commissions.

The Shares purchased by Messrs. Senkypl and Barta were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,271,846 Shares owned directly by Mr. Senkypl is approximately $43,745,568, excluding brokerage commissions. The aggregate purchase price of the 2,838,712 Shares owned directly by Mr. Barta is approximately $50,086,460, excluding brokerage commissions.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 29,960,027 Shares outstanding as of May 4, 2022, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2022.

As of the date hereof, Pale Fire Capital directly beneficially owned 1,443,352 Shares, constituting approximately 4.8% of the Shares outstanding.

As of the date hereof, Mr. Senkypl directly beneficially owned 2,271,846 Shares, constituting approximately 7.6% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 1,443,352 Shares directly owned by Pale Fire Capital, which, together with the Shares he directly beneficially owns constitutes an aggregate of 3,715,198 Shares, constituting approximately 12.4% of the Shares outstanding.

As of the date hereof, Mr. Barta directly beneficially owned 2,838,712 Shares, constituting approximately 9.5% of the Shares outstanding. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the 1,443,352 Shares directly owned by Pale Fire Capital, which, together with the Shares he directly beneficially owns constitutes an aggregate of 4,282,064 Shares, constituting approximately 14.3% of the Shares outstanding.

An aggregate of 6,553,910 Shares, constituting approximately 21.9% of the Shares outstanding, are reported in this Amendment No. 8 to the Schedule 13D.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 6,553,910 Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.

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.

SCHEDULE B

Transactions in Securities of the Issuer Since the Filing of Amendment No. 7 to the Schedule 13D

DUSAN SENKYPL

JAN BARTA