4//SEC Filing
Senkypl Dusan 4
Accession 0001628280-25-040183
CIK 0001490281other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 5:04 PM ET
Size
14.4 KB
Accession
0001628280-25-040183
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
Senkypl Dusan
DirectorCEO10% Owner
Transactions
- Exercise/Conversion
Performance Share Units
2025-08-11−5,750→ 1,048,948 total→ Common Stock (5,750 underlying) - Exercise/Conversion
Common Stock
2025-08-11+109,250→ 773,011 total - Exercise/Conversion
Performance Share Units
2025-08-11−109,250→ 1,054,698 total→ Common Stock (109,250 underlying) - Award
Performance Share Units
2025-08-11+5,750→ 17,250 total→ Common Stock (5,750 underlying)
Holdings
- 10,180,970(indirect: By Pale Fire Capital SICAV a.s.)
Common Stock
- 100(indirect: By Pale Fire Capital SE)
Common Stock
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]Each performance stock unit represents a contingent right to receive one share of Common Stock.
- [F4]The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.
- [F5]Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
- [F6]This grant was approved by the compensation committee of the board of directors of the Issuer on Aug 11, 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.
Documents
Issuer
Groupon, Inc.
CIK 0001490281
Entity typeother
Related Parties
1- filerCIK 0001922405
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 5:04 PM ET
- Size
- 14.4 KB