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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Groupon, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 6, 2025 |
O Notice of Grant and Performance Share Agreement PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| August 6, 2025 |
CEO Notice of Grant and Performance Share Agreement - PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact na |
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| August 6, 2025 |
Groupon Reports Second Quarter 2025 Results Global Revenue up 1% and Billings up 12% North America Local Revenue up 3% and Local Billings up 20% Completion of $244 million Financing Transaction •Global revenue of $125. |
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| August 6, 2025 |
nt and Performance Share Agreement PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| August 6, 2025 |
CFO Notice of Grant and Performance Share Agreement - PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| July 2, 2025 |
EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 2, 2025, is entered into by and among GROUPON, INC. |
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| July 2, 2025 |
EXECUTION VERSION GROUPON, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 2, 2025 4.875% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Section 1.01 Definitions 1 Section 1.02 References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 13 Section 2.01 Designation and Amount 13 Section 2.02 Form of No |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| June 18, 2025 |
June 17, 2025 Groupon, Inc. 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601 Attention: Chief Financial Officer Re: Exchange for 4.875% Unsecured Convertible Senior Notes due 2030 and related Consent to Amendments Ladies and Gentlemen: Groupon, Inc., a Delaware corporation, (the “Company”), is offering a new series of its Unsecured Convertible Senior Notes due 2030 (the “New Notes”). The |
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| June 18, 2025 |
Groupon Announces $244 Million Financing Transaction Groupon Announces $244 Million Financing Transaction June 18, 2025 Chicago, Illinois-(June 18, 2025) - Groupon, Inc. |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact n |
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| May 7, 2025 |
Groupon Reports First Quarter 2025 Results Global Revenue down 5% and Billings up 1%% North America Local Revenue down less than 1% and Local Billings up 11% International Local revenue declined 8%. |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or o |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State |
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| March 11, 2025 |
Form of Notice of Restricted Stock Unit Award under 2011 Incentive Plan.** GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF RESTRICTED SHARE UNIT AWARD The Participant (as defined herein) has been granted a Full Value Award of restricted share units (“RSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Restricted Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as set forth below. |
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| March 11, 2025 |
Exhibit 97 GROUPON, INC. Clawback Policy Effective as of October 2, 2023 Adopted November 22, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of Directo |
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| March 11, 2025 |
Exhibit 21.1 Subsidiary Jurisdiction Groupon Canada Inc. Canada Groupon Activities, LLC Delaware (U.S.A.) Groupon Distribution Services, LLC Delaware (U.S.A.) Groupon Merchant Services, LLC Virginia (U.S.A.) GI International Holdings, Inc. Delaware (U.S.A.) Groupon Canada Corp, Inc. Delaware (U.S.A.) Groupon Getaways, Inc. Delaware (U.S.A.) Groupon Goods, Inc. Delaware (U.S.A.) Groupon Product Ser |
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| March 11, 2025 |
Groupon Reports Fourth Quarter and Fiscal Year 2024 Results North America Q4 Local Revenue flat and Local Billings +8% North America 2024 Local Revenue +1% and Local Billings +3% Positive Trailing twelve month operating cash flow of $55. |
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| March 11, 2025 |
Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of Groupon Inc.’s (the “Company”) capital stock is based upon certain provisions of the Company’s restated certificate of incorporation (“Certificate of Incorporation”) and amended and restated by-laws (“By-laws”) and cer |
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| March 11, 2025 |
Groupon, Inc. Amended and Restated Insider Trading Policy, dated October 19, 2023 Exhibit 19 Groupon Inc. Insider Trading Policy Groupon, Inc. (the “Company”) and its Board of Directors have adopted this Insider Trading Policy (this “Policy”) both to satisfy our obligation to prevent insider trading and to help you avoid the severe consequences associated with violations of the insider trading laws. The Policy also is intended to prevent even the appearance of improper conduct |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact name o |
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| March 11, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| March 11, 2025 |
ajor Rocket Agreement, dated March 11, 2025 MARKETING AGREEMENT PARTIES (1)Groupon, Inc, a Delaware corporation, with its principal place of business at 35 W Wacker Dr 25 FL, Chicago, IL 60601, USA (“Groupon”); and (2)Major Rocket, LLC, a Delaware limited liability company, with its principal place of business at 19494 Biscayne Blvd Flr. |
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| February 14, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) EX-1 2 ex1.htm Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.0001 per share of Groupon, Inc., beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The par |
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| February 13, 2025 |
EX-99 2 d11607677ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 4 dated February 13, 2025 relating to the Common Stock, par value $0.0001 per share, of Groupon, Inc. shall be filed on behalf of the undersigned. DIVISADERO STREET CAPITAL MANAGEMENT, LP By: Divisadero Street Capital, LLC, its general partner By: /s/ William Zolezzi Name: Willia |
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| February 13, 2025 |
EX-99 3 d11607677ex99-b.htm Exhibit B CONTROL PERSON IDENTIFICATION Divisadero Street Capital Management, LP is the relevant entity for which each of William Zolezzi and Divisadero Street Capital, LLC may be considered a control person. |
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| February 6, 2025 |
EX-99.1 3 ex991to13da1713335002020625.htm JOINT FILING AGREEMENT, DATED FEBRUARY 6, 2025 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stoc |
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| February 6, 2025 |
Equivalent of Directors and Officers of Pale Fire Capital SICAV a.s. EX-1 2 ex1to13da1713335002020625.htm DIRECTORS AND OFFICERS Exhibit 1 Equivalent of Directors and Officers of Pale Fire Capital SICAV a.s. Name and Position Principal Occupation Principal Business Address Citizenship Pale Fire Capital investicni spolecnost a.s.* Sole member of Board of Directors Dusan Senkypl* Authorized representative of Pale Fire Capital investicni spolecnost a.s. Petr Krajicek |
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| December 13, 2024 |
GRPN / Groupon, Inc. / GARNET EQUITY CAPITAL HOLDINGS, INC. Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 399473206 (CUSIP Number) December 9, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 10, 2024 |
Northland Fireside Chat December 10, 2024 2 Forward-looking statements and other information 2 The statements contained in this presentation that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding the Company’s future results of operations and financial position, business strategy and plans and the Company’s objectives for future operations and future liquidity. |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| December 6, 2024 |
GRPN / Groupon, Inc. / Windward Management LP Passive Investment SC 13G 1 d1154344413g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) November 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 19, 2024 |
EXECUTION VERSION GROUPON, INC., THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of November 19, 2024 6.25% Convertible Senior Secured Notes due 2027 TABLE OF CONTENTS Page Section 1.01 Definitions 1 Section 1.02 References to Interest 29 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 29 |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| November 19, 2024 |
Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of November 19, 2024, by and among Groupon, Inc. |
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| November 14, 2024 |
GRPN / Groupon, Inc. / Maple Rock Capital Partners Inc. Passive Investment SC 13G/A 1 maplerock-grpn093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| November 14, 2024 |
GRPN / Groupon, Inc. / Windward Management LP Passive Investment SC 13G/A 1 d1153121613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 14, 2024 |
GRPN / Groupon, Inc. / Divisadero Street Capital Management, LP Passive Investment SC 13G/A 1 d1152887113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 12, 2024 |
d by reference to the Company's Current Report on Form 8-K, filed November 12, 2024) November 12, 2024 Groupon, Inc. 35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601 Attention: Chief Financial Officer Re: Exchange for 6.25% Convertible Senior Notes due 2027 Ladies and Gentlemen: Groupon, Inc., a Delaware corporation, (the “Company”), is offering a new series of its Convertible Senior Notes due 2027 (the “New Notes”). The New Notes will be convertible into cash, issued sha |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| November 12, 2024 |
Groupon Reports Third Quarter 2024 Results Third Quarter revenue at the low-end of guidance and EBITDA above the high-end of guidance International Local revenue declined 13%. |
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| November 12, 2024 |
Groupon Announces $197 Million Financing Transaction Groupon Announces $197 Million Financing Transaction CHICAGO - November 12, 2024 - Groupon, Inc. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exa |
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| November 1, 2024 |
GRPN / Groupon, Inc. / Barta Jan - AMENDMENT NO. 16 TO THE SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da161333500211012024.htm AMENDMENT NO. 16 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 16)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share |
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| August 2, 2024 |
EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n |
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| July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| July 30, 2024 |
Groupon Reports Second Quarter 2024 Results North America Local revenues grew 7% compared to prior year Positive Second Quarter operating cash flow of $15 million and Free Cash Flow of $11 million Positive Trailing twelve month operating cash flow of $46 million and Free Cash Flow of $30 million Second Quarter revenue above the high-end of guidance •Global revenue of $124. |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact na |
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| July 29, 2024 |
GRPN / Groupon, Inc. / Windward Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 10, 2024 |
GRPN / Groupon, Inc. / Windward Management LP Passive Investment SC 13G/A 1 d1141094913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)*1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| June 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GROUPON, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par |
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| June 14, 2024 |
As filed with the Securities and Exchange Commission on June 14, 2024 As filed with the Securities and Exchange Commission on June 14, 2024 Registration No. |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| May 10, 2024 |
GRPN / Groupon, Inc. / Barta Jan - AMENDMENT NO. 15 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 15)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE C |
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| May 9, 2024 |
by reference to the Company's Current Report on Form 8-K filed May GROUPON, INC. SEVERANCE BENEFIT AGREEMENT This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 8th day of May, 2024 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Dusan Senkypl (the “Executive”). WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive’s continued services and knowledge are valu |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or o |
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| May 9, 2024 |
CFO Severance Benefit Agreement, dated May GROUPON, INC. SEVERANCE BENEFIT AGREEMENT This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 8th day of May, 2024 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Jiri Ponrt (the “Executive”). WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive’s continued services and knowledge are valuabl |
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| May 9, 2024 |
Groupon Reports First Quarter 2024 Results Dusan Senkypl named permanent Chief Executive Officer First Quarter results above the high-end of guidance Reports consolidated revenue growth for the first time since 2016 Excluding Goods category, North America segment revenues grew 8% compared to prior year •Global revenue of $123. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact n |
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| May 7, 2024 |
EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (the “Contract”) provides the terms for Dusan Senkypl’s services as Chief Executive Officer of Groupon, Inc (“Groupon”) and was concluded on 1 May 2024. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or o |
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| May 7, 2024 |
Groupon Announces Dusan Senkypl as Permanent CEO Groupon Announces Dusan Senkypl as Permanent CEO Chicago, May 7, 2024 – Groupon, Inc. |
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| May 7, 2024 |
Share Increase Amendment (incorporate Proposal 5 Approval of the Share Increase Amendment Key Terms In April 2024, our Compensation Committee approved a performance-based equity program (the “2024 PSU Program”) for our executive team, which is earned based on the performance of our stock price during a three-year performance period and a service condition. |
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| May 7, 2024 |
PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| May 7, 2024 |
May 2, 2024 Jiri Ponrt Via Email Dear Jiri: On behalf of Groupon, Inc., I am pleased to inform you of the following changes effective as of May 1, 2024 (“Effective Date”). Annual Bonus Plan: You are eligible for an annual target bonus (the “Annual Bonus”) of $150,000, capped at 150% of the $150,000 target. The actual amount of your Annual Bonus payout, if any, will be based on specific performance |
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| May 7, 2024 |
PSU Award Terms GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD The Participant (as defined below) has been granted a Full Value Award of performance share units (“PSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Performance Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| April 1, 2024 |
AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT THIS AMENDMENT NO.1 TO EMPLOYMENT CONTRACT (the "Amendment') is made on 28 March 2024 BETWEEN: (1) GROUPON MANAGEMENT, LLC, a Delaware limited liability company, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, Corporate ID no. 92-3216079, a subsidiary of Groupon (the "Employer"); and (2) Dusan Senk |
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| March 15, 2024 |
Form of Notice of Restricted Stock Unit Award under 2011 Incentive Plan.** GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF RESTRICTED SHARE UNIT AWARD The Participant (as defined herein) has been granted a Full Value Award of restricted share units (“RSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Restricted Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as set forth below. |
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| March 15, 2024 |
Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of Groupon Inc.’s (the “Company”) capital stock is based upon certain provisions of the Company’s restated certificate of incorporation (“Certificate of Incorporation”) and amended and restated by-laws (“By-laws”) and cer |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact name o |
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| March 15, 2024 |
Groupon Announces Fourth Quarter and Fiscal Year 2023 Results Fourth Quarter results above the high-end of guidance Positive Fourth Quarter operating cash flow of $55 million and Free Cash Flow of $51 million Excluding Goods category, North America segment revenues down 3% compared to prior year Improved financial performance and increased liquidity resolves going concern issue •Fourth quarter revenue of $138 million; $515 million for full year •Fourth quarter billings of $436 million; $1. |
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| March 15, 2024 |
Exhibit 97 GROUPON, INC. Clawback Policy Effective as of October 2, 2023 Adopted November 22, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of Directo |
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| March 15, 2024 |
Amended and Restated Insider Trading Policy, dated October 19, Exhibit 19 Groupon Inc. Insider Trading Policy Groupon, Inc. (the “Company”) and its Board of Directors have adopted this Insider Trading Policy (this “Policy”) both to satisfy our obligation to prevent insider trading and to help you avoid the severe consequences associated with violations of the insider trading laws. The Policy also is intended to prevent even the appearance of improper conduct |
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| March 15, 2024 |
Exhibit 21.1 Subsidiary Jurisdiction Groupon Canada Inc. Canada Groupon Activities, LLC Delaware (U.S.A.) Groupon Distribution Services, LLC Delaware (U.S.A.) Groupon Merchant Services, LLC Virginia (U.S.A.) GI International Holdings, Inc. Delaware (U.S.A.) Groupon Canada Corp, Inc. Delaware (U.S.A.) Groupon Getaways, Inc. Delaware (U.S.A.) Groupon Goods, Inc. Delaware (U.S.A.) Groupon Product Ser |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| February 14, 2024 |
GRPN / Groupon, Inc. / Shay Capital LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 14, 2024 |
GRPN / Groupon, Inc. / Divisadero Street Capital Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
GRPN / Groupon, Inc. / RPD Fund Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
GRPN / Groupon, Inc. / Maple Rock Capital Partners Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
GRPN / Groupon, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 399473206 (CUSIP Num |
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| February 13, 2024 |
GRPN / Groupon, Inc. / Windward Management LP Passive Investment SC 13G/A 1 d1098180313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 5, 2024 |
GRPN / Groupon, Inc. / LEFKOFSKY ERIC P - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Groupon, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 399473107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 23, 2024 |
GRPN / Groupon, Inc. / Barta Jan - AMENDMENT NO. 14 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 14)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE C |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (January 17, 2024) Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdicti |
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| January 22, 2024 |
Exhibit 99.1 Groupon Announces Closing of Successful, Oversubscribed Rights Offering and Total Capital Raise of $80.0 Million CHICAGO – January 22, 2024 - Groupon, Inc. (NASDAQ: GRPN) (the “Company” or “Groupon”) today announced the successful closing of its $80.0 million fully backstopped rights offering (the “Rights Offering”) for shares of the Company’s common stock, par value $0.0001 (the “Com |
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| January 17, 2024 |
GRPN / Groupon, Inc. / Islet Management, LP - SC 13G/A Passive Investment SC 13G/A 1 ef20018936sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 399473206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| January 12, 2024 |
Exhibit 99.1 Groupon, Inc. Provides Business Update Expects to report 4Q23 financial results close to, or above, the high-end of guidance Reaffirms Preliminary 2024 Outlook Year-end cash & cash equivalents of approximately $141 million CHICAGO - January 12, 2024 - Groupon, Inc. (NASDAQ: GRPN, the “Company”, “we"), an internet marketplace focused on local services & experiences, today provided a bu |
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| January 3, 2024 |
GRPN / Groupon, Inc. / Divisadero Street Capital Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 18, 2023 |
GRPN / Groupon, Inc. / Divisadero Street Capital Management, LP Passive Investment SC 13G 1 d1091850013g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) December 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 21, 2023 |
Exhibit 99.1 GROUPON, INC. (CUSIP 399473206 / ISIN US3994732069) INSTRUCTIONS AS TO USE OF GROUPON, INC. RIGHTS CERTIFICATE AND SUBSCRIPTION FORM FOR USE BY REGSITERED HOLDERS OF RIGHTS CERTIFICATES (FOR SHARES NOT HELD IN “STREET NAME”) PLEASE CONSULT KROLL ISSUER SERVICES (US), THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS. The following instructions relate to a rights offering |
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| November 21, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-273533 PROSPECTUS SUPPLEMENT (To Prospectus dated August 9, 2023) Groupon, Inc. Subscription Rights to Purchase 7,079,646 Shares of Common Stock at a Subscription Price of $11.30 per Share We are conducting a fully backstopped rights offering (the “Rights Offering”) pursuant to which we are distributing to holders of our common stock, par value |
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| November 21, 2023 |
Form of Subscription Rights Certificate. Exhibit 4.1 NAME OF REGISTERED HOLDER: CERTIFICATE #: NUMBER OF SUBSCRIPTION RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT, DATED NOVEMBER 21, 2023, AND THE ACCOMPANYING BASE PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF THE SECURITIES AND EXCH |
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| November 21, 2023 |
Groupon Announces Commencement of $80.0 Million Fully Backstopped Rights Offering for Common Stock Exhibit 99.4 Groupon Announces Commencement of $80.0 Million Fully Backstopped Rights Offering for Common Stock CHICAGO – November 21, 2023 - Groupon, Inc. (NASDAQ: GRPN) (the “Company”) announced today that it has commenced its $80.0 million fully backstopped rights offering (the “Rights Offering”) pursuant to which the Company will receive gross proceeds of $80.0 million, less expenses related t |
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| November 21, 2023 |
Exhibit 99.3 LETTER TO NOMINEE HOLDERS 7,079,646 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Subscription Rights November 21, 2023 THE RIGHTS OFFERING SUBSCRIPTION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 17, 2024, UNLESS EXTENDED BY GROUPON, INC. To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distribut |
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| November 21, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| November 21, 2023 |
Exhibit 99.2 November 21, 2023 Dear Stockholder: Groupon, Inc. (“Groupon” or the “Company”) is pleased to commence a fully backstopped $80.0 million rights offering (the “Rights Offering”) to purchase shares of Groupon’s common stock, par value $0.0001 per share (the “Common Stock”). Groupon expects to use the net proceeds from the Rights Offering for general corporate purposes, which may include |
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| November 13, 2023 |
Exhibit 10.2 AMENDED AND RESTATED AGREEMENT This amended and restated agreement (this “Agreement”) is made and entered into as of November 9, 2023 by and among Groupon, Inc., a Delaware corporation (the “Company”), Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (“Pale Fire SE”), Pale Fire Capital SICAV a.s., a private company organized under the laws of the |
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| November 13, 2023 |
Exhibit 10.1 RIGHTS OFFERING BACKSTOP AGREEMENT THIS RIGHTS OFFERING BACKSTOP AGREEMENT (this “Agreement”), dated as of November 9, 2023, is by and between Groupon, Inc., a Delaware corporation (the “Company”), and Pale Fire Capital SICAV a.s., a private company organized under the laws of the Czech Republic, on behalf of its subfund Pale Fire Core podfond (the “Backstop Investor”). RECITALS WHERE |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| November 13, 2023 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 13 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 13)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE C |
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| November 9, 2023 |
Groupon Reports Third Quarter 2023 Results Sequential improvement in Adjusted EBITDA, Free Cash outflow and the rate of year-over-year revenue decline Returned to Local Billings Year-over-Year Growth Announces plan to strengthen liquidity position by approximately $100 million •Global revenue of $126. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exa |
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| November 9, 2023 |
Groupon Announces $80.0 Million Fully Backstopped Rights Offering for Common Stock Exhibit 99.1 Groupon Announces $80.0 Million Fully Backstopped Rights Offering for Common Stock CHICAGO – November 9, 2023 - Groupon, Inc. (NASDAQ: GRPN) (the “Company”) announced today that the Company’s Board of Directors (the “Board”) has approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) available to all holders of record of the Company’s common stock, par valu |
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| November 9, 2023 |
Exhibit 10.1 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2023 is among GROUPON, INC., as Borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrat |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| October 26, 2023 |
EX-99.1 2 tm2329232d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Groupon, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amende |
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| October 26, 2023 |
GRPN / Groupon Inc / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 399473206 (CUSIP Numb |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| October 6, 2023 |
GRPN / Groupon Inc / Windward Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 7, 2023 |
GRPN / Groupon Inc / Windward Management LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 23, 2023 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 12 TO THE SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da121333500208232023.htm AMENDMENT NO. 12 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 12)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share |
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| August 10, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GROUPON, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| August 9, 2023 |
Groupon Reports Second Quarter 2023 Results Transformation Plan Tracking to Expectations Returned to Positive Adjusted EBITDA Generation Refreshed Senior Leadership Team in Place •Global revenue of $129. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact na |
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| August 7, 2023 |
Groupon, Inc. 600 West Chicago Avenue Suite 400 Chicago, Illinois 60654 Groupon, Inc. 600 West Chicago Avenue Suite 400 Chicago, Illinois 60654 August 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Rucha Pandit Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-273533) of Groupon, Inc. (the “Registrant”) Dear Ms. Rucha Pand |
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| August 3, 2023 |
Exhibit B Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. |
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| August 3, 2023 |
Exhibit A Joint Filing Agreement The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the common stock of Groupon, Inc. |
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| August 3, 2023 |
GRPN / Groupon Inc / Shay Capital LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| July 31, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023 As filed with the Securities and Exchange Commission on July 28, 2023 Registration No. |
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| July 31, 2023 |
Form of Indenture relating to the senior debt securities Exhibit 4.1 GROUPON, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20[•] Senior Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 |
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| July 31, 2023 |
Form of Indenture relating to the subordinated debt securities Exhibit 4.2 GROUPON INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20[•] Subordinated Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certific |
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| July 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Groupon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (8) Proposed Maximum Offering Price Per Unit (9) Maximum Aggregate Offering Price(9) Fee Rate (10) Amount of Registration Fee(9)(11) Carr |
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| July 31, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023 As filed with the Securities and Exchange Commission on July 28, 2023 Registration No. |
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| July 12, 2023 |
GRPN / Groupon Inc / Windward Management LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 399473206 (CUSIP Number) July 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| July 7, 2023 |
Groupon Adds Jason Harinstein to Board of Directors Exhibit 99.1 Groupon Adds Jason Harinstein to Board of Directors Chicago, Illinois-(Newsfile Corp. - July 7, 2023) - Groupon (NASDAQ: GRPN), today announced that it has appointed Jason Harinstein, CFO of Collectors Holdings, Inc., as a new independent member of the Company's Board of Directors. Harinstein will also sit on the Board's Audit Committee. "We are pleased to be welcoming Jason to the Gr |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| June 14, 2023 |
GRPN / Groupon Inc / Islet Management, LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Groupon, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 399473206 (CUSIP Number) June 5, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| May 10, 2023 |
Groupon Reports First Quarter 2023 Results Outlines Steps to Execute Transformation Plan On Track to Remove $250. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact n |
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| May 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| May 10, 2023 |
a2023q1shareholderletter Groupon’s mission is to become the ultimate destination for local experiences and services. |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State |
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| May 1, 2023 |
defa14aa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| April 13, 2023 |
Exhibit 10.1 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (the “Contract”) provides the terms for Jiri Ponrt’s services as Chief Finance Officer of Groupon, Inc. (“Groupon”) and was concluded on 13 April 2023. BETWEEN: (1)GROUPON MANAGEMENT, LLC, a Delaware limited liability company, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, Corpo |
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| April 13, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 EXECUTION COPY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ALYSSA ESTREEN, Derivatively and on Behalf of GROUPON, INC. Plaintiff, v. ERIK LEFKOFSKY, MELISSA THOMAS, PETER BARRIS, THEODORE LEONSIS, ROBERT BASS, DEBORAH WAHL, RICHARD WILLIAMS, MICHAEL ANGELAKIS, and ANN ZIEGLER, Defendants, and GROUPON, INC., Nominal Defendant. C.A. No. 2022-0057-PAF [Caption continued on next pag |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| April 13, 2023 |
Groupon Announces CFO Transition Jiri Ponrt appointed as CFO Exhibit 99.1 Groupon Announces CFO Transition Jiri Ponrt appointed as CFO CHICAGO-(BUSINESS WIRE)- Groupon, Inc. (NASDAQ: GRPN), a leading destination for local services & experiences, today announced the appointment of Jiri Ponrt as Chief Financial Officer. Mr. Ponrt will succeed Damien Schmitz in that capacity and will become a member of the company’s Leadership Team. Mr. Ponrt intends to reloca |
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| April 13, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ALYSSA ESTREEN, Derivatively and on Behalf of GROUPON, INC. Plaintiff, v. ERIK LEFKOFSKY, MELISSA THOMAS, PETER BARRIS, THEODORE LEONSIS, ROBERT BASS, DEBORAH WAHL, RICHARD WILLIAMS, MICHAEL ANGELAKIS, and ANN ZIEGLER, Defendants, and GROUPON, INC., Nominal Defendant. C.A. No. 2022-0057-PAF SAMAN F. KHOURY, derivatively and on behalf o |
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| April 13, 2023 |
Exhibit 10.2 April 13, 2023 Jiri Ponrt Via Email Dear Jiri, Restricted Share Units (“RSUs”): Upon approval by the Compensation Committee of the Board of Directors or via delegated authority, Groupon, Inc. will grant you 183,333 RSUs pursuant to the Groupon, Inc. 2011 Incentive Plan (“Plan”). The RSU grant will vest 100% on April 13, 2024. Such vestings are contingent upon your continuous provision |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| April 13, 2023 |
Exhibit 10.3 GROUPON, INC. SEVERANCE BENEFIT AGREEMENT This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 13th day of April, 2023 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Jiri Ponrt (the “Executive”). WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive’s continued services and knowl |
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| March 31, 2023 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 11 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE C |
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| March 31, 2023 |
Amendment to Groupon, Inc. 2011 Incentive Plan, as amended.** Exhibit 10.1 AMENDMENT TO THE GROUPON, INC. 2011 INCENTIVE PLAN This Amendment (this “Amendment”) to the Groupon, Inc. 2011 Incentive Plan (as amended and restated June 15, 2022 and as may be further amended from time to time, the “Plan”) is made as of March 30, 2023. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan. WHEREAS, Section 10 of |
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| March 31, 2023 |
Exhibit 10.5 Execution Copy AGREEMENT This agreement (this “Agreement”) is made and entered into as of March 30, 2023 by and among Groupon, Inc., a Delaware corporation (the “Company”), Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (“Pale Fire SE”), Pale Fire Capital SICAV a.s., a private company organized under the laws of the Czech Republic (“Pale Fire SI |
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| March 31, 2023 |
Exhibit 10.4 EXECUTION COPY GROUPON, INC. SEVERANCE BENEFIT AGREEMENT This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 30th day of March, 2023 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Dusan Senkypl (the “Executive”). WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive’s continued |
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| March 31, 2023 |
Exhibit 10.3 Execution Copy EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (the “Contract”) provides the terms for Dusan Senkypl’s services as Interim Chief Executive Officer of Groupon, Inc. (“Groupon”) and was concluded on March 30, 2023. BETWEEN: (1)GROUPON MANAGEMENT, LLC, a Delaware limited liability company, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmi |
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| March 31, 2023 |
Exhibit 99.1 Groupon Announces CEO Transition Dusan Senkypl - Co-Founder of Pale Fire Capital - Appointed Interim CEO, Effective Immediately Focus On Operational Excellence to Unlock Groupon’s Potential CHICAGO-(BUSINESS WIRE)- Groupon, Inc. (NASDAQ: GRPN), a leading destination for local services & experiences, announced that its Board of Directors (Board) has appointed Dusan Senkypl, co-founder |
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| March 31, 2023 |
Exhibit 10.2 EXECUTION COPY GROUPON, INC. NOTICE OF GRANT OF STOCK OPTION The Optionee has been granted an option (the “Option”) to purchase certain shares of Stock of Groupon, Inc. pursuant to the Groupon, Inc. 2011 Incentive Plan (Amended and Restated Effective as of June 15, 2022) (the “Plan”), as follows: Optionee: Dusan Senkypl Date of Grant: March 30, 2023 Number of Option Shares: 3,500,000 |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| March 22, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact name o |
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| March 16, 2023 |
November 4, 2022 Damien Schmitz Via Email Dear Damien, Congratulations! On behalf of Groupon, Inc. |
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| March 16, 2023 |
Groupon Announces Fourth Quarter and Fiscal Year 2022 Results On Track to Remove $250 Million of Annualized Costs by the End of 2023 Fourth Quarter Local Billings Grew 6% Sequentially Compared with the Third Quarter Company Provides First Quarter 2023 Outlook •Fourth quarter revenue of $148 million; $599 million for full year •Fourth quarter billings of $468 million; $1. |
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| March 16, 2023 |
Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of Groupon Inc.’s (the “Company”) capital stock is based upon certain provisions of the Company’s restated certificate of incorporation (“Certificate of Incorporation”) and amended and restated by-laws (“By-laws”) and cer |
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| March 16, 2023 |
Form of Notice of Restricted Stock GROUPON, INC. 2011 INCENTIVE PLAN NOTICE OF RESTRICTED SHARE UNIT AWARD The Participant (as defined herein) has been granted a Full Value Award of restricted share units (“RSUs”) in Groupon, Inc. (the “Company”), subject to the terms and conditions of the Restricted Share Unit Award Agreement (the “Agreement”) and the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”), as set forth below. |
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| March 16, 2023 |
Exhibit 21.1 Subsidiary Jurisdiction Groupon Canada Inc. Canada Groupon Activities, LLC Delaware (U.S.A.) Groupon Distribution Services, LLC Delaware (U.S.A.) Groupon Merchant Services, LLC Virginia (U.S.A.) GI International Holdings, Inc. Delaware (U.S.A.) Groupon Canada Corp, Inc. Delaware (U.S.A.) Groupon Getaways, Inc. Delaware (U.S.A.) Groupon Goods, Inc. Delaware (U.S.A.) Groupon Product Ser |
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| March 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| March 15, 2023 |
EX-10.1 2 exhibit101-fourthamendment.htm EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 13, 2023 is among GROUPON, INC., as Borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOC |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| March 15, 2023 |
Exhibit 99.1 Groupon Changes Release Date for Fourth Quarter and Full Year 2022 Financial Results to March 16, 2023 Chicago – Groupon, Inc. (NASDAQ: GRPN) announced today that it is rescheduling the date for its fourth quarter 2022 earnings release and conference call by one day. The company is rescheduling the call in order to finalize its earnings release and disclosures, both of which will incl |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| February 14, 2023 |
GRPN / Groupon Inc / Prentice Capital Management, LP - SC 13G/A Passive Investment SC 13G/A 1 tm236686d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G (Amendment No. 2) GROUPON, INC. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 399473206 (CUSIP Number of Class of Securities) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2023 |
GRPN / Groupon Inc / Maple Rock Capital Partners Inc. Passive Investment SC 13G 1 maplerock-grpn123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2023 |
GRPN / Groupon Inc / LEFKOFSKY ERIC P - SC 13G/A Passive Investment SC 13G/A 1 d438096dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Groupon, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 399473107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 9, 2023 |
GRPN / Groupon Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01021-grouponincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Groupon Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 399473206 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to design |
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| February 3, 2023 |
GRPN / Groupon Inc / RPD Fund Management LLC Passive Investment SC 13G/A 1 d993497113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| January 30, 2023 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| December 20, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 10 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE C |
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| December 20, 2022 |
begin 644 ex991to13da1013335002121922.pdf M)5!$1BTQ+C8-)>+CS],-"C$Y,R P(&]B:@T\/"],:6YE87)I>F5D(#$O3" R M,#%LQ.3,@ M,3!=+TEN9F\@,3DR(# @4B],96YG=&@@-3 O4')E=B R,#8F)D$&!@8F!Z R080T'$ R#!L S$>@@D?N]A8&)D" 2),3 R6?D^ \0 M8 "A%@?D#0IE;F1S=')E86T-96YD;V)J#7-T87)T>')E9@T*, T*)25%3T8- M"B @(" @(" @#0HR,#(@,"!O8FH-/#PO1FEL=&5R+T9L871E1&5C;V1E+TD@ M,CDS+TP@,C MDX79YAL#%?ZXFG^]HRFC==&M+Q'3UVA\.Q&IZJY]A^&:P |
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| December 20, 2022 |
Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Groupon, Inc., a Delaware corporation. This Joint Fili |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 399473206 (CUSIP Number) November 14, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| November 28, 2022 |
United States securities and exchange commission logo November 28, 2022 Damien Schmitz Chief Financial Officer Groupon, Inc. |
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| November 15, 2022 |
CORRESP 1 filename1.htm Groupon, Inc. 600 W Chicago Avenue Suite 400 Chicago, Illinois 60654 November 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attn: Ms. Amy Geddes & Mr. Doug Jones Re: SEC Comment Letter: Groupon, Inc. Form 10-K for the Year Ended December 31, 2021 Filed February 28, 2022 Form 10-Q for |
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| November 7, 2022 |
GROUPON, INC. NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN Amended and Restated as of January 1, 2022 The Company hereby establishes this Plan to assist the Company in attracting and retaining persons of competence and stature who are not employees to serve as Directors by providing them with competitive retainers, an ownership interest in the Company, and the opportunity to defer Retainers. 1. Effec |
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| November 7, 2022 |
Groupon Reports Third Quarter 2022 Results Local Category Stable with Nearly $350 Million in Third Quarter Billings Company Expands Food & Dining Inventory and Tests Customer Engagement Initiatives Estimated October North America Local Billings Increased to Approximately 52% of 2019 Levels; Expect to Generate Free Cash Flow in the Fourth Quarter On Track to Reduce Cost Structure by $150 million As Previously Announced, Jan Barta of Pale Fire Capital Joins Board of Directors •Global revenue of $144. |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exa |
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| November 4, 2022 |
United States securities and exchange commission logo November 4, 2022 Damien Schmitz Chief Financial Officer Groupon, Inc. |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporati |
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| September 29, 2022 |
Exhibit 10.1 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), dated as of September 28, 2022 is among GROUPON, INC., as Borrower (the ?Borrower?), GROUPON GETAWAYS, INC. (the ?New Loan Party?) the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCI |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Groupon, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 399473206 (CUSIP Number) June 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d- |
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| August 8, 2022 |
As filed with the Securities and Exchange Commission on August 8, 2022 As filed with the Securities and Exchange Commission on August 8, 2022 Registration No. |
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| August 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GROUPON, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation o |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact na |
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| August 8, 2022 |
Groupon Reports Second Quarter 2022 Results Local billings of $361 million, up 5% (FX-neutral) from the first quarter Announces Plan to Lower Annual Expenses by $150 Million; Executing Turnaround Strategy Reiterates 2023 Financial Targets •Global revenue of $153. |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| June 13, 2022 |
DEFA14A 1 a2022proxydefa14a-june1320.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or |
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| June 13, 2022 |
Exhibit 99.1 Groupon Appoints Dusan Senkypl to The Board of Directors Announces Cooperation Agreement with Pale Fire Capital Jan Barta Appointed as Board Observer and to Join Board of Directors by November 30, 2022 CHICAGO - Groupon (NASDAQ: GRPN) today announced that it has entered into a cooperation agreement with Pale Fire Capital SE, Dusan Senkypl and Jan Barta (collectively, ?Pale Fire?), tog |
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| June 13, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 9)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE CA |
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| June 13, 2022 |
Cooperation Agreement, dated June 13, 2022 by and between Groupon, Inc. and Pale Fire. Exhibit 10.1 COOPERATION AGREEMENT This cooperation agreement (this ?Agreement?) is made and entered into as of June 13, 2022 by and among Groupon, Inc. (the ?Company?) and Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (?Pale Fire?), Dusan Senkypl, a citizen of the Czech Republic, and Jan Barta, a citizen of the Czech Republic (collectively, the ?Pale Fire |
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| June 13, 2022 |
Exhibit 99.1 Execution Version COOPERATION AGREEMENT This cooperation agreement (this ?Agreement?) is made and entered into as of June 13, 2022 by and among Groupon, Inc. (the ?Company?) and Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (?Pale Fire?), Dusan Senkypl, a citizen of the Czech Republic, and Jan Barta, a citizen of the Czech Republic (collectivel |
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| May 27, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k) Exhibit A JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| May 27, 2022 |
GRPN / Groupon Inc / RPD Fund Management LLC - GROUPON, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) Ahmet H. Okumus RPD Fund Management LLC 767 Third Avenue, 35th Floor New York, NY 10017 (212) 201-2650 Adriana Schwartz, Esq. Schulte Roth & |
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| May 25, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 8)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE CA |
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| May 11, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da71333500205112022.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Ti |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact n |
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| May 9, 2022 |
Groupon Reports First Quarter 2022 Results Outlines Plan to Grow Local Marketplace and Launch New Beauty and Wellness Marketplace Reducing Cost Structure and Targeting 15-20% Adjusted EBITDA Margin, Minimum of $100 million in Free Cash Flow Annually Starting in 2023 Updates 2022 Financial Guidance ?Global revenue of $153. |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporation or o |
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| April 28, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE CA |
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| April 27, 2022 | ||
| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 21, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 5)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) JAN BARTA PALE FIRE CA |
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| April 7, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) Jan Barta Pale Fire Ca |
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| March 28, 2022 |
GRPN / Groupon Inc / RPD Fund Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 28, 2022 |
Exhibit 21.1 Subsidiary Jurisdiction Groupon Canada Inc. Canada Groupon Activities, LLC Delaware (U.S.A.) Groupon Distribution Services, LLC Delaware (U.S.A.) Groupon Merchant Services, LLC Virginia (U.S.A.) GI International Holdings, Inc. Delaware (U.S.A.) Groupon Canada Corp, Inc. Delaware (U.S.A.) Groupon Getaways, Inc. Delaware (U.S.A.) Groupon Goods, Inc. Delaware (U.S.A.) Groupon Product Ser |
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| February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| February 28, 2022 |
Exhibit 4.4 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of Groupon Inc.?s (the ?Company?) capital stock is based upon certain provisions of the Company?s restated certificate of incorporation (?Certificate of Incorporation?) and amended and restated by-laws (?By-laws?) and cer |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-35335 Groupon, Inc. (Exact name o |
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| February 28, 2022 |
Groupon Announces Fourth Quarter and Fiscal Year 2021 Results Fourth quarter North America Local Billings grew 32% year-over-year despite impact of Omicron variant Company provides first quarter 2022 guidance ?Fourth quarter revenue of $223 million; $967 million for full year ?Fourth quarter global billings of $621 million; $2. |
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| February 15, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Groupon, Inc., a Delaware corporation. This Joint Fili |
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| February 15, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Groupon, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 399473206 (CUSIP Number) Jan Barta Pale Fire Ca |
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| February 14, 2022 |
GRPN / Groupon Inc / Prentice Capital Management, LP - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G (Amendment No. 1) GROUPON, INC. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 399473206 (CUSIP Number of Class of Securities) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 14, 2022 |
GRPN / Groupon Inc / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment SC 13G/A 1 d260350dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 399473107 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 10, 2022 |
GRPN / Groupon Inc / Alibaba Group Holding Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Groupon, Inc. (Name of Issuer) Common Stock, par value US$0.0001 per share (Title of Class of Securities) 399473107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 10, 2022 |
GRPN / Groupon Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Groupon Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 399473206 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 8, 2022 |
GRPN / Groupon Inc / LEFKOFSKY ERIC P - SC 13G/A Passive Investment SC 13G/A 1 d241936dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Groupon, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 399473107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 26, 2022 |
EXHIBIT 2 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or all of us will be filed, on behalf of each of us. |
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| January 26, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 399473206 (CUSIP Number) Jan Barta Zatecka 55/14 Prague 10100 Czech Republic Tel:420777767773 (Name, Address and Telephone Number of Person Authorized to Receive |
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| January 26, 2022 |
EXHIBIT 1 The name, business address and present principal occupation of each of the executive officers and persons controlling Pale Fire Capital SE are set forth below. |
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| January 19, 2022 |
EXHIBIT 1 The name, business address and present principal occupation of each of the executive officers and persons controlling Pale Fire Capital SE are set forth below. |
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| January 19, 2022 |
GRPN / Groupon Inc / Barta Jan - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Groupon, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 399473206 (CUSIP Number) Jan Barta Zatecka 55/14 Prague 10100 Czech Republic Tel:420777767773 (Name, Address and Telephone Number of Person Authorized to Receiv |
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| January 19, 2022 |
EXHIBIT 2 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or all of us will be filed, on behalf of each of us. |
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| December 1, 2021 |
November 30, 2021 Kedar Deshpande [email protected] 1161 Palmetto Bay Drive Henderson, NV 89012 Kedar, Groupon, Inc. (?Groupon?) is excited to formally offer you an exempt, full-time position as Chief Executive Officer, reporting to Groupon?s Board of Directors (the ?Board?). The terms of the offer are detailed below. Your start date will be December 10, 2021 (?Start Date?). Please be aware t |
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| December 1, 2021 |
GROUPON, INC. SEVERANCE BENEFIT AGREEMENT This SEVERANCE BENEFIT AGREEMENT (the ?Agreement?) is entered into on the 10th day of December, 2021 (the ?Effective Date?) between Groupon, Inc., a Delaware corporation, and Kedar Deshpande (the ?Executive?). WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive?s continued services and knowledge are valuable to |
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| December 1, 2021 |
Groupon Appoints Kedar Deshpande as Chief Executive Officer Former Zappos CEO to Join Groupon on Dec. |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdiction of incorporatio |
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| November 5, 2021 |
Groupon Reports Third Quarter 2021 Results North America Local Billings Up 38% Year-Over-Year Groupon Reports Third Quarter 2021 Results North America Local Billings Up 38% Year-Over-Year ?Global Billings of $553 million ?Revenue of $214 million ?Net income attributable to common stockholders of $78 million ?Adjusted EBITDA of $35 million CHICAGO - November 5, 2021 - Groupon, Inc. |
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| November 5, 2021 |
EXHIBIT 2 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or all of us will be filed, on behalf of each of us. |
