4//SEC Filing
Angelakis Michael J 4
Accession 0000950103-21-007271
CIK 0001490281other
Filed
May 13, 8:00 PM ET
Accepted
May 14, 5:13 PM ET
Size
17.8 KB
Accession
0000950103-21-007271
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
A-G Holdings, L.P.
DirectorOther
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
Atairos Group, Inc.
Other
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
A-G Holdings GP, LLC
Other
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
Angelakis Michael J
DirectorOther
Transactions
- Disposition to Issuer
3.25% Senior Convertible Notes due 2022
2021-05-14−2,314,815→ 0 total(indirect: See Footnote)→ Class A Common Stock (2,314,815 underlying)
Footnotes (4)
- [F1]Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date.
- [F2]The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.
- [F3]This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.
- [F4]This Form 4 is being filed by more than one Reporting Person. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Documents
Issuer
Groupon, Inc.
CIK 0001490281
Entity typeother
Related Parties
1- filerCIK 0001393014
Filing Metadata
- Form type
- 4
- Filed
- May 13, 8:00 PM ET
- Accepted
- May 14, 5:13 PM ET
- Size
- 17.8 KB