Form 4 for GRPN Groupon, Inc.

Accepted 2024-01-23 00:00:00 ET · period of report 2024-01-19 · accession 0000921895-24-000114 · 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
DI	2024-01-23	2024-01-19	GRPN	Senkypl Dusan	Interim CEO, Dir, 10%	X - OptEx	$11.30	+3.14M	10.18M	+45%	+$35.49M
DI	2024-01-23	2024-01-19	GRPN	Senkypl Dusan	Interim CEO, Dir, 10%	X - OptEx	$0.00	-6.88M	0	-100%	$0

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	2024-01-19	X	A	3,140,660	$11.30	10,180,970	I 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 (the "Common Stock"). Messrs. Barta and Senkypl are also directors of the Issuer, with Mr. Senkypl also serving as its interim Chief Executive Officer. (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. (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. (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.
2	Derivative	Subscription Rights (right to buy)	2024-01-19	X	D	6,877,561	$0.00	0	I By Pale Fire Capital SICAV a.s.	$11.30 · 2023-11-20 to —	1,528,586 Common Stock	(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.