Jiri Ponrt - Jun 18, 2025 Form 4/A - Amendment Insider Report for Groupon, Inc. (GRPN)

Role
Chief Financial Officer
Signature
/s/ Dylan Blommaert, by Power of Attorney
Stock symbol
GRPN
Transactions as of
Jun 18, 2025
Transactions value $
-$622,067
Form type
4/A - Amendment
Date filed
8/1/2025, 04:12 PM
Date Of Original Report
Jun 23, 2025
Previous filing
Jun 4, 2025
Next filing
Aug 13, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ponrt Jiri Chief Financial Officer 35 W. WACKER, FLOOR 25, CHICAGO /s/ Dylan Blommaert, by Power of Attorney 2025-08-01 0001973423

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Tax liability -$622K -16.8K -9.19% $37.03 166K Jun 18, 2025 Direct F1
transaction GRPN Common Stock Options Exercise $0 +41K +28.87% $0.00 183K Jun 18, 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GRPN Performance Share Units Options Exercise $0 -41K -8.54% $0.00 439K Jun 18, 2025 Common Stock 41K Direct F2, F3
transaction GRPN Performance Share Units Options Exercise $0 -2.16K -0.49% $0.00 436K Jun 18, 2025 Common Stock 2.16K Direct F2, F4
transaction GRPN Performance Share Units Award $0 +2.16K +100% $0.00 4.31K Jun 18, 2025 Common Stock 2.16K Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
F2 Each performance stock unit represents a contingent right to receive one share of Common Stock.
F3 The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.
F4 Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
F5 The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon performance thresholds over a two year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on June 23, 2025, to correct the following: 1. In Table I, to include the shares withheld by the issuer to satisfy the mandatory tax withholding requirement. 2. In Table I, to update the amount of Securities Beneficially Owned Following Reported Transaction(s).