Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Gangadharan Manjunath

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/24/2020

3. Issuer Name and Ticker or Trading Symbol

Groupon, Inc. [GRPN]

(Last) (First) (Middle)

C/O GROUPON, INC., 600 W. CHICAGO AVE., STE 400

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer /

(Street)

CHICAGO, IL 60654

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	37761	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	6/5/2020 ⁽¹⁾	⁽¹⁾	Common Stock	38731.0	⁽²⁾	D
Restricted Stock Units	5/9/2020 ⁽³⁾	⁽³⁾	Common Stock	8316.0	⁽²⁾	D
Restricted Stock Units	1/1/2021 ⁽⁴⁾	⁽⁴⁾	Common Stock	8170.0	⁽²⁾	D

Explanation of Responses:
(1)	14,457 of the restricted stock units reported on this line will vest on June 5, 2020; 12,910 of the restricted stock units reported on this line will vest on June 5, 2021; and 11,364 of the restricted stock units reported on this line will vest on June 5, 2022, in each case subject to Mr. Gangadharan'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 restricted stock units reported on this line will vest in two equal installments on each of May 9, 2020 and May 9, 2021, in each case subject to Mr. Gangadharan's continued employment with the Company through each vesting date.
(4)	100% of the restricted stock units reported on this line will vest on January 1, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gangadharan Manjunath C/O GROUPON, INC. 600 W. CHICAGO AVE., STE 400 CHICAGO, IL 60654			Chief Accounting Officer