Statement of Changes in Beneficial Ownership (4)
March 09 2020 - 4:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Thomas Melissa |
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc.
[
GRPN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O GROUPON, INC., 600 W. CHICAGO AVE., STE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2020 |
(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/5/2020 | | M | | 6701 | A | $0 | 113244 | D | |
Common Stock | 3/5/2020 | | F(1) | | 2969 | D | $1.15 | 110275 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | 3/5/2020 | | M | | | 6701 | 3/5/2019 (3) | (3) | Common Stock | 6701.0 | $0 | 13402 | D | |
Explanation of Responses: |
(1) | Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting. This is not an open market sale of securities. |
(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 1/4 on March 5, 2019, 1/8 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2019 through March 5, 2020, and 1/16 quarterly on the 5th day of the first month of each calendar quarter from June 5, 2020 through March 5, 2021, subject to Ms. Thomas' continued employment with the Company through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thomas Melissa C/O GROUPON, INC. 600 W. CHICAGO AVE., STE 400 CHICAGO, IL 60654 |
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| Chief Financial Officer |
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Signatures
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Erin G. Stone, by Power of Attorney | | 3/9/2020 |
**Signature of Reporting Person | Date |
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