Pale Fire Capital SE 4
4 · Groupon, Inc. · Filed Jan 23, 2024
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
Senkypl Dusan
DirectorCEO10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-01-19$11.30/sh+3,140,660$35,489,458→ 10,180,970 total(indirect: By Pale Fire Capital SICAV a.s.) - Exercise of In-Money
Subscription Rights (right to buy)
2024-01-19−6,877,561→ 0 total(indirect: By Pale Fire Capital SICAV a.s.)Exercise: $11.30From: 2023-11-20→ Common Stock (1,528,586 underlying)
Holdings
- 445,261
Common Stock
- 100(indirect: By Pale Fire Capital SE)
Common Stock
Footnotes (6)
- [F1]This Form 4 is filed jointly by Jan Barta, Dusan Senkypl, Pale Fire Capital SICAV a.s. ("PFC SICAV") and Pale Fire Capital SE ("Pale Fire Capital" and together with Messrs. Barta and Senkypl and PFC SICAV, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Messrs. Barta and Senkypl are also directors of the Issuer, with Mr. Senkypl also serving as its interim Chief Executive Officer.
- [F2]Represents shares of Common Stock purchased by PFC SICAV following the exercise of its subscription rights and over-subscription privilege pursuant to the Issuer's rights offering (the "Rights Offering"), as described in the Issuer's prospectus supplement dated November 21, 2023. Includes 1,612,074 shares of Common Stock purchased pursuant to the exercise of its over-subscription privilege in connection with the Rights Offering.
- [F3]Each holder of Common Stock as of November 20, 2023 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.222257 shares of Common Stock at the subscription price of $11.30 per whole share of Common Stock. The Rights Offering expired on January 17, 2024. The number of shares of Common Stock purchased by PFC SICAV was not determined until January 19, 2024.
- [F4]Represents securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by PFC SICAV.
- [F5]Represents securities owned solely by Mr. Senkypl.
- [F6]Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.