Form 4 for GRPN Groupon, Inc.
Accepted 2022-12-22 00:00:00 ET · period of report 2022-12-20 · accession 0000921895-22-003261 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| I | 2022-12-22 | 2022-12-20 | GRPN | Senkypl Dusan | Dir, 10% | P - Purchase | $7.28 | +6.72M | 6.72M | New | +$48.90M |
| I | 2022-12-22 | 2022-12-20 | GRPN | Senkypl Dusan | Dir, 10% | S - Sale | $7.28 | -1.61M | 100 | -100% | -$11.69M |
| M | 2022-12-22 | 2022-12-20 | GRPN | Senkypl Dusan | Dir, 10% | S - Sale | $7.28 | -5.11M | 11.6K | -100% | -$37.20M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-12-20 | P | A | 6,716,966 | $7.28 | 6,716,966 | I | — | — | (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. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F6) On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022. |
| 2 | Common | Common Stock | 2022-12-20 | S | D | 1,606,408 | $7.28 | 100 | I | — | — | (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. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F6) On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022. |
| 3 | Common | Common Stock | 2022-12-20 | S | D | 2,838,712 | $7.28 | 0 | D By Pale Fire Capital SE | — | — | (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. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F6) On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022. (F2) Represents securities owned solely by Mr. Barta. (F4) 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. |
| 4 | Common | Common Stock | 2022-12-20 | S | D | 2,271,846 | $7.28 | 11,612 | D By Pale Fire Capital SICAV a.s. | — | — | (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. Messrs. Barta and Senkypl are also directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F6) On December 8, 2022, PFC SICAV entered into separate share transfer agreements with each of Pale Fire Capital and Messrs. Senkypl and Barta pursuant to which PFC SICAV agreed to purchase certain securities of the Issuer held directly by each of Pale Fire Capital and Messrs. Senkypl and Barta. The closing of these transactions occurred simultaneously on December 20, 2022. (F3) Represents securities owned solely by Mr. Senkypl. (F5) 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. |