Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Senkypl Dusan

(Last)

(First)

(Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE

252 42

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/16/2023		P		137,101	A	$9.2986	6,854,067	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/16/2023		P		15,115	A	$9.2025	6,869,182	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/16/2023		P		8,379	A	$9.1609	6,877,561	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/17/2023		P		24,803	A	$9.4995	6,902,364	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		2,200	A	$9.9385	6,904,564	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		94,226	A	$9.751	6,998,790	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		5,150	A	$9.762	7,003,940	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		5,309	A	$9.6645	7,009,249	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		18,022	A	$9.7038	7,027,271	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		6,739	A	$9.6795	7,034,010	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾	11/20/2023		P		6,300	A	$9.6935	7,040,310	I	By Pale Fire Capital SICAV a.s.⁽²⁾
Common Stock⁽¹⁾								445,261	D⁽³⁾
Common Stock⁽¹⁾								100	I	By Pale Fire Capital SE⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Senkypl Dusan

(Last)

(First)

(Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE

252 42

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Barta Jan

(Last)

(First)

(Middle)

NA BATERIICH 104/35, BREVNOV

(Street)

PRAGUE

16200

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pale Fire Capital SE

(Last)

(First)

(Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE

110 00

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pale Fire Capital SICAV a.s.

(Last)

(First)

(Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE

110 00

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Jan Barta, Dusan Senkypl, Pale Fire Capital SICAV a.s. ("PFC SICAV") and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl and PFC SICAV, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Messrs. Barta and Senkypl are also directors of the Issuer, with Mr. Senkypl also serving as its interim Chief Executive Officer.

2. Represents securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV.

3. Represents securities owned solely by Mr. Senkypl.

4. Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

	By: /s/ Dusan Senkypl	11/20/2023
	By: /s/ Jan Barta	11/20/2023
	Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board	11/20/2023
	Pale Fire Capital SICAV a.s., By: /s/ Martin Trpak, Authorized Representative	11/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.