GRPN Groupon Inc

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

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

The shares of Common Stock purchased by MIG Master Fund 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 32,550,307 shares of Common Stock beneficially owned by MIG Master Fund is approximately $100,648,069, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

MIG Capital is encouraged by recent developments at the Issuer, including the leadership and strategy changes and the cost optimization efforts that are underway. Given these positive developments, MIG Capital has determined not to extend Richard P. Merage’s status as an advisor to the Board of Directors beyond April 30, 2020 in accordance with the terms of the Agreement (as defined and described in Amendment No. 1 to the Schedule 13D).

Item 5. Interest in Securities of the Issuer.

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

(a)       The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 567,890,340 shares of Common Stock outstanding as of April 15, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2020.

As of the date hereof, MIG Master Fund directly beneficially owned 32,550,307 shares of Common Stock, constituting approximately 5.7% of the outstanding shares of Common Stock. MIG Advisors, as the general partner of MIG Master Fund, may be deemed to beneficially own the 32,550,307 shares of Common Stock owned by MIG Master Fund, constituting approximately 5.7% of the outstanding shares of Common Stock. MIG Capital, as the investment manager of MIG Master Fund, may be deemed to beneficially own the 32,550,307 shares of Common Stock owned by MIG Master Fund, constituting approximately 5.7% of the outstanding shares of Common Stock. Mr. Merage, as the Chief Executive Officer and Manager of each of MIG Advisors and MIG Capital, may be deemed to beneficially own the 32,550,307 shares of Common Stock owned by MIG Master Fund, constituting approximately 5.7% of the outstanding shares of Common Stock.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective relationships to MIG Master Fund, each of MIG Master Fund, MIG Advisors, MIG Capital and Mr. Merage may be deemed to share the power to vote and dispose of the shares of Common Stock directly owned by MIG Master Fund.

(c)       The transactions in the securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Schedule A annexed hereto and are incorporated herein by reference. All of such transactions were effected in the open market.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

MIG MASTER FUND, L.P.