Securities Registration (section 12(b)) (8-a12b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Groupon, Inc.

(Exact name of registrant as specified in its charter)




Delaware		27-0903295

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 W Chicago Avenue Suite 400 Chicago, Illinois		60654

(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:




Title of each class to be registered		Name of each exchange on which each class is to be registered

Preferred Stock Purchase Rights		NASDAQ Global Select Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☑

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ◻

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered.

A description of the Registrant’s Series A Junior Preferred Stock Purchase Rights is set forth in Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2020, which description is incorporated herein by reference.

Item 2. Exhibits.



Exhibit No.	Description
3.1	Certificate of Designation of Series A Junior Participating Preferred Stock of Groupon, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Groupon, Inc. with the SEC on April 13, 2020).
4.1	Rights Agreement, dated as of April 10, 2020 between Groupon, Inc. and Computershare Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Groupon, Inc. with the SEC on April 13, 2020).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 13, 2020