---

---

---

---

---

•	Elect nine directors. Our Board of Directors ("Board") unanimously recommends a vote “FOR” the election of all nine director nominees.

•	Ratify Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for fiscal year 2018. Our Board unanimously recommends a vote “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

•	Conduct an advisory vote to approve our Named Executive Officer compensation. Our Board unanimously recommends a vote “FOR” the advisory approval of our Named Executive Officer compensation.

•	Conduct an advisory vote on the frequency of future advisory votes to approve our Named Executive Officer compensation. Our Board unanimously recommends a vote for an advisory vote to approve our executive compensation every "ONE YEAR."

•	Transact other business that may properly come before the meeting.

---

•	Enables us to recruit and retain talented and experienced individuals who are able to develop, implement and deliver on long-term business strategies;

•	Ties a substantial portion of each executive’s compensation directly to the long-term value and growth of the Company;

•	Rewards both Company and individual performance and achievement;

•	Ensures that our pay structure does not encourage unnecessary and excessive risk taking; and

---

•	Ensures that our compensation is reasonable and competitive with pay packages made available to executives at companies with which we compete for executive talent.

---

---

Q:	Why am I receiving these materials?

A:

The Board is providing these proxy materials to you in connection with the Board’s solicitation of proxies for use at Groupon’s Annual Meeting of Stockholders, which will take place on June 14, 2018 (the “Annual Meeting”). Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed on or about April 28, 2018 in connection with the solicitation of proxies on behalf of the Board.

Q:	What information is contained in these materials?

A:

The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of certain of our executive officers and our directors, and certain other required information. Groupon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended, which includes our audited consolidated financial statements, is also enclosed with this proxy statement.

Q:	What proposals will be voted on at the Annual Meeting?

A:	There are four proposals to be voted on at the Annual Meeting:

•	Elect the nine director nominees listed in this proxy statement to serve on our Board.

•	Ratify the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2018.

•	Conduct an advisory vote to approve our Named Executive Officer compensation.

•	Conduct an advisory vote on the frequency of future advisory votes to approve our Named Executive Officer compensation.

Q.	How does the Board recommend that I vote?

A:	The Board recommends that you vote:

•	“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2018.

Q:	Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?

A:

Pursuant to the rules of the SEC, we have provided access to our proxy materials over the Internet. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners as of the Record Date. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Notice. In addition, the Notice provides information on how stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

---

Q:	How many shares are entitled to vote?

A:

Each share of Groupon’s common stock outstanding as of the close of business on April 20, 2018, the Record Date, is entitled to vote at the Annual Meeting. At the close of business on April 20, 2018, 564,108,305 shares of common stock were outstanding and entitled to vote. Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the Record Date. The shares you are entitled to vote include shares that are (i) held of record directly in your name, including shares issued under Groupon’s equity incentive plans and (ii) held for you as the beneficial owner through a stockbroker, bank, or other nominee.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	Many stockholders of Groupon hold their shares beneficially through a broker, bank, or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, specifically:

Q:	May I attend the Annual Meeting?

A:

You are invited to attend the Annual Meeting if you are a stockholder of record or a beneficial owner as of April 20, 2018. If you are a stockholder of record, you must bring proof of identification. If you hold your shares through a broker, bank, or other nominee, you will also need to provide proof of ownership by bringing either a copy of the voting instruction form provided by your broker or a copy of a brokerage statement showing your share ownership as of April 20, 2018. Use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, will not be permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting. Attendees will be subject to security inspections.

Q:	How can I vote my shares in person at the Annual Meeting?

A:

Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to vote in person, please bring proof of identification. Even if you plan to attend the Annual Meeting, Groupon recommends that you submit a proxy with respect to the voting of your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Shares held in street name through a brokerage account or by a broker, bank, or other nominee may be voted in person by you only if you obtain a valid proxy from your broker, bank, or other nominee giving you the right to vote the shares.

Q:	How can I vote my shares without attending the Annual Meeting?

A:

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote by proxy or submit a voting instruction form without attending the Annual Meeting. If you hold your shares directly as the stockholder of record, you may submit your proxy via the Internet, by telephone, or by completing and mailing your proxy card in the enclosed pre-paid envelope. Telephone and Internet voting facilities for stockholders of record will be available 24 hours per day. You may vote over the telephone or via the Internet until 10:59 p.m. Central Time on June 13, 2018. If you hold your shares

---

Q:	Can I change my vote or revoke my proxy?

A:	If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

•	delivering a timely written notice of revocation to our Corporate Secretary at our corporate headquarters (600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654, Attention: Corporate Secretary);

•	submitting a new, later dated proxy via the Internet, by telephone, or by mail to our Corporate Secretary at our corporate headquarters; or

•	attending the Annual Meeting and voting in person (attendance at the Annual Meeting will not, by itself, revoke a proxy).

Q:	How are votes counted?

A:	In the election of directors, you may vote “FOR" or “WITHHOLD” with respect to each of the nominees. In tabulating the voting results for the election of directors, only votes “FOR” director nominees are counted. “WITHHOLD” votes will not have an effect on the outcome of the election of directors.

Q:	Who will count the votes?

A:	A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

Q:	What is the quorum requirement for the Annual Meeting?

A:	The quorum requirement for holding and transacting business at the Annual Meeting is a majority of the aggregate voting power of the capital stock entitled to be voted at the Annual Meeting. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

Q:	What is the voting requirement to approve each of the proposals?

A:	Directors will be elected by a plurality of the votes cast in the election of directors. A plurality means that the nine persons receiving the highest number of affirmative “FOR” votes at the Annual Meeting will be elected.

---

Q:	What are broker non-votes and what effect do they have on the proposals?

A:	Generally, broker non-votes occur when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (i) has not received voting instructions from the beneficial owner and (ii) lacks discretionary voting power to vote those shares with respect to that particular proposal.

Q:	What does it mean if I receive more than one proxy card or voting instruction form?

A:	It means your shares are registered under different names or are held in more than one account. Please provide voting instructions for each proxy card and voting instruction form you receive to ensure that all of your shares are voted.

Q:	Where can I find the voting results of the Annual Meeting?

A:

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we expect to file with the SEC within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an amended Form 8-K with the SEC to disclose the final voting results. Additionally, we will announce our determination with respect to the frequency of the advisory vote to approve the compensation of our Named Executive Officers on a Form 8-K filed with the SEC within 150 days after the date of our Annual Meeting.

Q:	Who will bear the cost of soliciting votes for the Annual Meeting?

A:

The Board is soliciting your proxy to vote your shares of common stock at the Annual Meeting. Groupon will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Groupon will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. Groupon may reimburse brokerage firms and other persons representing beneficial owners of shares for their out-of-pocket expenses in forwarding solicitation materials to such beneficial owners. Solicitations may also be made by personal interview, mail, telephone, facsimile, email, or otherwise by directors, officers, and other employees of Groupon, but Groupon will not additionally compensate its directors, officers, or other employees for these services.

---

Q:	How can I get electronic access to the proxy statement and Annual Report?

A:

The Notice provides you with instructions regarding how to view our proxy materials for the Annual Meeting on the Internet and request that we send our future proxy materials to you by mail or by email. By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

Q:	How do I obtain a separate set of proxy materials if I share an address with other stockholders?

A:

To reduce expenses, in some cases, we are delivering one set of proxy materials to certain stockholders who share an address, unless otherwise requested. This delivery method is referred to as “householding” and can result in cost savings to us. A separate proxy card is included in the proxy materials for each of these stockholders. If you reside at such an address and wish to receive a separate copy of the proxy materials, including our annual report, you may contact Broadridge Financial Solutions, Inc. by telephone at 1-866-540-7095 or mail at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department or Groupon’s Investor Relations by telephone at 312-334-1579 or mail at 600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654, Attention: Investor Relations.

Q:	How can I obtain an additional proxy card or voting instruction form?

A:	If you lose, misplace, or otherwise need to obtain a proxy card or voting instruction form and:

•	you are a stockholder of record, contact Groupon’s Investor Relations by mail at 600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654, email at IR@groupon.com or by telephone at 312-334-1579; or

•	you are the beneficial owner of shares held indirectly through a broker, bank, or other nominee, contact your account representative at that organization.

Q:	Who is the Company's proxy solicitor?

A:

The Company has engaged a proxy solicitor, D.F. King & Co., Inc., to encourage voting by our stockholders for a base fee of $15,000, plus reimbursable expenses and customary charges. Proxies may also be solicited by certain of the directors, officers and employees of the Company, without additional compensation. The Company will bear the cost of soliciting proxies. In addition, the Company expects to reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners.

---

---

•	Management periodically reports on areas of potential risk to our Board or the relevant committee, which provides guidance, as appropriate, on risk tolerance, assessment and mitigation.

•	The Audit Committee reviews and assesses the Company’s processes to manage business, financial and related reporting, compliance and cybersecurity risks. It also reviews the Company’s policies for risk assessment, risk management and assesses the steps management has taken to control significant risks.

•	The Compensation Committee oversees risks relating to compensation programs and policies to ensure that our compensation programs do not encourage unnecessary risk-taking.

•	The Nominating Committee oversees risks relating to our governance structure.

•	Each committee charged with risk oversight reports to the Board on such matters. The Company believes that because each of the standing committees of the Board is comprised entirely of independent directors, the CEO and the Chairman are subject to the risk oversight of the independent directors.

•	Board composition and member selection;

•	Board meetings and involvement of senior management;

•	CEO performance evaluation;

•	management succession planning;

---

•	Board committees; and

•	director compensation.

•	Audit Committee Charter

•	Compensation Committee Charter

•	Nominating Committee Charter

•	Corporate Governance Guidelines

•	Code of Conduct

---

•	reporting to our Board on the performance and effectiveness of the Board,

•	presenting to our Board individuals recommended for election to the Board at the annual stockholders meeting, and

•	obtaining or performing an assessment of the Committee’s own performance.

---

•	each person who we know beneficially owns 5% or more of our outstanding capital stock;

•	each of our directors and director nominees;

•	each of our Named Executive Officers; and

•	all of our directors and executive officers as a group.

---

(1)

Includes 27,929,994 shares of our common stock held by Green Media, LLC, an entity owned by Eric Lefkofsky (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC. Includes 25,183,765 shares of common stock that are subject to a pledge. Also includes 19,455,000 shares held by the Lefkofsky Family 2016 GRAT, of which Mr. Lefkofsky is the sole trustee, and 40,000,000 shares held by the Lefkofsky Family 2018 GRAT, of which Mr. Lefkofsky is the sole trustee. Also includes 45,577 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director. Also includes 48,701 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Pursuant to the terms of a Voting Agreement between the Company, A-G Holdings, L.P. (“AGH”) and Mr. Lefkofsky and certain of their respective affiliates, as amended (the “Voting Agreement”), Mr. Lefkofsky and his affiliates must vote their shares in favor of AGH’s director nominee.

(2)	Includes 140,427 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(3)	Includes 11,622 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(4)	Includes 69,460 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(5)	Based on a Form 4 filed with the SEC on January 16, 2018 and PSUs granted to Mr. Sullivan as described in this proxy statement. Mr. Sullivan served as our Chief Product Officer until January 2018. Open market purchases or sales, if any, by Mr. Sullivan of our common stock since the date that he no longer served as our Chief Product Officer are not known by us or reported in this table.

(6)	Includes 48,701 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Does not include shares held by entities affiliated with AGH described in footnote 15. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos Group, Inc. (“Atairos”).

---

(7)

Includes 53,063 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Also includes 104,586 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director. Does not include 611,225 shares of common stock held by PJ Barris, LLC, in which Mr. Barris is a member but has no pecuniary interest or 187,444 shares of common stock held by PDB LLC, of which Mr. Barris is the investment advisor but has no pecuniary interest.  Mr. Barris disclaims beneficial ownership of such shares of common stock.

(8)	Includes 54,150 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(9)

Includes 603,750 shares of our common stock issuable upon exercise of options that are exercisable within 60 days of April 20, 2018. Also includes 53,011 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Also includes 92,394 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director.

(10)	Includes 48,701 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Also includes 16,883 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director.

(11)	Includes 14,124 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(12)	Includes 48,701 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018.

(13)

Includes 603,750 shares of our common stock issuable upon exercise of options that are exercisable within 60 days of April 20, 2018. Also includes 601,798 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018. Also includes 259,440 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director.

(14)	Based on a Schedule 13G/A filed with the SEC on February 13, 2018 by FMR LLC, Abigail P. Johnson and Fidelity OTC Portfolio. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(15)

Based on a Schedule 13D/A filed with the SEC on February 14, 2018 reporting shares of our common stock beneficially owned by AGH, A-G Holdings GP, LLC (“AGGP”), Atairos, Atairos Partners, L.P. (“AP”), Atairos Partners GP, Inc. (“APGP”), and Mr. Angelakis. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos and directly or indirectly controls a majority of the voting power of APGP, which is the general partner of AP, which is the sole voting shareholder of Atairos. Atairos is the sole member of AGGP and the sole limited partner of AGH. AGGP is the general partner of AGH. AGH owns $250,000,000 aggregate principal amount of the Notes, which are convertible into cash, shares of common stock or a combination thereof at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, at an initial conversion rate of 185.1852 shares per $1,000 principal amount of the Notes (which represents 46,296,300 shares of common stock issuable upon conversion of the Notes if the Company elected to settle its conversion obligation solely through shares of common stock at the initial conversion rate described above). Does not include shares held by Mr. Lefkofsky and his affiliates (see footnote 1), which AGH may be deemed to beneficially own as a result of the Voting Agreement. Does not include 48,701 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 20, 2018 held by Mr. Angelakis in his capacity as director of the Company.

(16)	Based on a Form 13G/A filed with the SEC on February 9, 2018. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(17)

Based on a Schedule 13G filed with the SEC on February 14, 2017 reporting shares or our common stock owned by Des Voeux Investment Company Limited (“Des Voeux”), a wholly owned subsidiary of Alibaba Group Treasury Limited (“Alibaba Treasury”), which is a wholly owned subsidiary of Alibaba Group Holding Limited (“Alibaba Holding”). Alibaba Treasury and Alibaba Holding may be deemed to beneficially own the securities directly held by Des Voeux. The address of Alibaba Group Holdings Ltd. is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson St., Causeway Bay, K3, Hong Kong.

---

(18)	Based on a Schedule 13G/A filed with the SEC on February 14, 2018. Includes 30,725,038 shares of our common stock held by Rugger Ventures LLC, an entity owned by Kimberly Keywell (80%), the wife of Bradley Keywell, and Mr. Keywell’s children (20%).

---

---

---

(1)	Effective following the annual meeting in June 2017, Mr. Keywell rotated off of the Compensation Committee, and Mr. Levin joined the Compensation Committee.

---

•	overseeing the work of our accounting function and internal controls over financial reporting;

•	overseeing internal audit processes;

•	inquiring about significant risks, reviewing our policies for risk assessment and risk management, including cybersecurity risks, and assessing the steps management has taken to control these risks; and

•	reviewing compliance with significant applicable legal and regulatory requirements.

•	assist our Board in establishing the annual goals and objectives relevant to the compensation of the CEO;

•	make recommendations to the independent members of our Board regarding the compensation of the CEO;

•	oversee an evaluation of the performance of the Company’s other executive officers and approve their compensation;

•	oversee and advise our Board on the adoption of policies that govern executive officer compensation programs and other compensation-related polices;

•	oversee plans for executive officer development and succession;

•	oversee administration of our equity and incentive plans, policies, practices, and programs; and

•	authorize grants of equity compensation awards under our stock plan.

---

•	determine and recommend the slate of director nominees for election to our Board;

•	identify and recommend candidates to fill director vacancies occurring between annual stockholder meetings;

•	review the composition of Board committees;

•	oversee compensation of directors;

•	annually evaluate the performance and effectiveness of the Board; and

•	monitor adherence to, review, and recommend changes to our Corporate Governance Guidelines.

---

(1)	This column represents the amount of cash compensation earned in 2017 for Board and committee service. The following non-employee directors deferred cash compensation earned in 2017 into deferred stock units under the Director Compensation Plan and as shown in the table below.

(2)

On June 13, 2017, we granted our non-employee directors 48,701 RSUs, the Nominating and Compensation Committee Chairmen an additional 3,263 RSUs, respectively, and our Audit Committee Chairman an additional 4,350 RSUs pursuant to the the Director Compensation Plan. 100% of the RSUs will vest on the first anniversary of the grant date. As of December 31, 2017, each non-employee director had the following aggregate number of stock awards outstanding:

(3)	Reflects the aggregate grant date fair value of RSUs granted in 2017, computed in accordance with FASB ASC Topic 718. For additional information, see Note 12 to Groupon’s audited consolidated financial statements for the year ended December 31, 2017 included in Groupon’s Annual Report on Form 10-K.

(4)	Mr. Housenbold and Mr. Keywell served as directors through October 2017. In connection with their resignations from our Board, Mr. Keywell received accelerated vesting of 51,999 RSUs, and the distribution of 98,936 deferred stock

---

(5)	Reflects the amount the Company paid for the cost of security services for Mr. Lefkofsky in his capacity as Chairman of our Board.

(6)	Mr. Levin joined our Board in April 2017 and received director compensation for the portion of the year for which he served as a director.

(7)

Ms. Wahl joined our Board in October 2017 but did not receive director compensation during the portion of the year for which she served as a director. On February 1, 2018, Ms. Wahl was granted a pro-rated RSU award under the Director Compensation Plan with a value of $75,000 based on the number of quarterly Board meetings between the time of her election and the Annual Meeting, converted into 14,124 RSUs based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on February 1, 2018. Ms. Wahl’s RSU grant will vest on June 13, 2018, provided she remains on the Board on the vesting date.

•	shares owned outright and beneficially;

•	shares equal to the number of vested deferred stock units credited to the director under our Director Compensation Plan; and

•	unvested RSUs (no other unvested awards count toward compliance with the guidelines).

---

•	Rich Williams, Chief Executive Officer (“CEO”)

•	Michael Randolfi, Chief Financial Officer

•	Dane Drobny, General Counsel & Corporate Secretary

•	Steve Krenzer, Chief Operating Officer

•	Jay Sullivan, Former Chief Product Officer (until January 17, 2018)

•	Section 1—Executive Summary

•	Section 2—Our Compensation Philosophy

•	Section 3—Role of the Compensation Committee, Management, Compensation Consultants and Use of Market Data

•	Section 4—Elements of Executive Compensation

•	Section 5—Pay Mix and Target Opportunity

•	Section 6—Other Compensation Information

•	Increasing our active customer base. In 2017, we continued to invest in marketing which helped us add 1.7 million active customers to our platform and bring our global customer base to 49.5 million active customers as of December 31, 2017.

•

Narrowing our focus and improving our operating efficiency. From 2015 to 2017, we reduced our global operating footprint from 47 countries to the 15 core countries that we believe have the greatest potential to favorably impact our results of operations. We realized cost benefits from this restructuring effort as well as other streamlining initiatives and reduced selling, general and administrative expense by $92.2 million, or 9.3%, in 2017 as compared to 2016.

•

Improving the customer experience. In 2017, we continued our focus on developing our mobile technology, growing our supply, and creating a frictionless experience for our customers and merchants. In the fourth quarter of 2017, over 69% of our global transactions were completed on mobile devices, and, as of December 31, 2017, over 170 million people had downloaded our mobile applications worldwide. In 2017, we also announced new commercial agreements with several third parties to make their inventory available through the Groupon platform. We also

---

•	Gross profit was $1.33 billion in 2017, up 4% compared with $1.28 billion in 2016.

•	Net income from continuing operations was $28.6 million in 2017, compared with a net loss from continuing operations of $166.2 million in 2016.

•	Adjusted EBITDA was $249.9 million in 2017, up 39% compared with $179.9 million in 2016. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation to the most comparable U.S. GAAP performance measure, “Net income (loss) from continuing operations.”

•	enhance the customer experience with a mobile-first strategy;

•	establish the Company as a true platform;

•	continue to unlock our international potential; and

•	maintain a culture of operational efficiency.

•	In 2017, we achieved Adjusted EBITDA and gross profit performance results that exceeded the target levels under our annual performance bonus program.

•

In 2017, funding available under our annual performance bonus program was based 100% on Company performance with a maximum payout at 200% of target. The Compensation Committee may exercise only negative discretion with respect to any individual Named Executive Officer performance. This structure represents a further increase in the performance-based component of our annual performance bonus program.

•	We increased the performance share unit ("PSU") component of our equity mix to 40% of the value of our equity grants in 2017 (including the target number of future committed PSUs) from 20% in 2016.

•	In 2018, we introduced a multi-year vesting schedule for PSUs for an annual performance period to help further align our executive compensation with the long-term performance of the Company and provide retention value.

•	We continue to use a variety of metrics across our performance-based compensation program, including financial, operating, and strategic metrics, as we strive to align compensation with business performance.

•	Recruit and retain talented and experienced individuals who are able to develop, implement and deliver on long-term value creation strategies;

---

•	Ensure that our compensation is reasonable and competitive with pay packages made available to executives at companies with which we compete for executive talent;

•	Provide a substantial portion of each executive’s compensation in components that are directly tied to the long-term value and growth of the Company;

•	Reward both Company and individual performance and achievement; and

•	Ensure that our pay structure does not encourage unnecessary and excessive risk taking.

---

•	the competitive market for the position;

•	our need to fill a particular position;

•	the individual’s expertise and experience; and

•	our financial position and growth direction at the time of hiring.

---

---

•	Total Compensation: Fixed Compensation (Salary) vs Variable Compensation (Target Bonus, RSUs and PSUs)

•	Variable Compensation: Cash (Target Bonus) vs. Equity (RSUs and PSUs)

---

(1)	The charts above differ from the pay mix described in the “Summary Compensation Table” in that they use base salary as of December 31, 2018 (described in the “2017 Base Salary Table” below) and 2017 target bonus (described in the “2017 Annual Performance Bonus Table” below).

•	The scope of the Named Executive Officer’s responsibilities, prior experience and qualifications;

•	The past individual performance of the Named Executive Officer;

•	Base salary and total compensation relative to other executives in similar positions;

•	Competitive market conditions and market data; and

•	Recommendations of the Chief Executive Officer, other than with respect to his own compensation.

---

(1)	Mr. Krenzer was appointed Chief Operating Officer effective October 30, 2017.

(2)	Mr. Sullivan served as our Chief Product Officer until January 17, 2018.

---

(1)	The Compensation Committee may exercise discretion that ranges from 0-100% with respect to individual performance.

(2)

Pursuant to the terms of our annual performance bonus program, the amount of annual performance bonus above target is payable in immediately vested RSUs. The value of the above-target performance bonus payout was converted to RSUs based on the price per share of common stock of $5.20, the closing market price of our common stock on February 13, 2018, the date on which the Compensation Committee approved such payouts. The grant date of RSUs for the above-target payouts was March 15, 2018, and such RSUs vested 100% on the grant date.

(3)	Mr. Krenzer was not eligible to receive an annual performance bonus for 2017 based on the date of his appointment as Chief Operating Officer.

(4)	Mr. Sullivan served as our Chief Product Officer until January 17, 2018. In consideration for his employment during the performance period, the Compensation Committee approved payment of his 2017 bonus. The above-target portion of Mr. Sullivan’s bonus was paid in cash instead of immediately vested RSUs.

---

(1)	190,939 RSUs will vest on each of October 31, 2018 and October 31, 2019, 370,939 RSUs will vest on October 31, 2020, 280,939 RSUs will vest on October 31, 2021, and 190,940 RSUs will vest on October 31, 2022, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(2)	57,838 RSUs will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 124,903 RSUs will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

(3)

10,000 RSUs will vest on September 15, 2017; 5,000 RSUs will vest on each of December 15, 2017 and March 15, 2018; 46,487 RSUs will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 RSUs will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.

(4)	298,344 RSUs will vest on October 31, 2018, and 74,586 RSUs will vest every three months over a two year period beginning on January 30, 2019, in each case subject to Mr. Krenzer's continued employment with the Company through each vesting date.

(5)	These RSUs were canceled in connection with Mr. Sullivan's termination of employment.

(1)

The Compensation Committee has historically reviewed Mr. Williams’ compensation, including RSUs, in the last quarter of the year. Starting in 2018, to better align with the annual compensation review process for our other executives, the Compensation Committee granted RSUs to Mr. Williams in the first quarter of the year and expects that timing to continue. 163,018 RSUs will vest on October 31, 2019, and 652,076 RSUs will vest annually in equal

---

(2)	56,603 RSUs will vest on each of March 15, 2019 and March 15, 2020; 113,208 RSUs will vest on March 15, 2021; and 56,604 RSUs will vest on March 15, 2022, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

(3)	36,226 RSUs will vest on each of March 15, 2019 and March 15, 2020; 72,453 RSUs will vest on March 15, 2021; and 36,227 RSUs will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.

(4)	Mr. Krenzer received an award in October 2017 in connection with his appointment as Chief Operating Officer and did not receive an award as part of the 2018 annual compensation review.

---

(1)	Mr. Krenzer was appointed in October 2017 and was not eligible to receive PSUs for the 2017 performance period.

(2)	Mr. Sullivan served as our Chief Product Officer for the entire 2017 performance period.

(1)	20% of PSUs will vest in the first quarter of 2019 on the date the Compensation Committee certifies the attainment of the performance measures; 20% of PSUs will vest on each of January 2, 2020, January 2, 2021, January 2, 2022, and January 2, 2023.

(2)	Target PSUs with a one-year vesting schedule represent PSUs committed in prior years for the 2018, 2019, 2020, 2021 and 2022 performance periods.

---

---

---

•	Each officer is required to beneficially own Company common stock with a value equivalent to (i) for the CEO, four times his base salary, or (ii) for all other officers, two times their respective base salaries. Officers must achieve the applicable required ownership level within five years of becoming subject to the guidelines.

•	Shares owned outright and beneficially may be used to comply with the guidelines. Generally, unvested awards (other than unvested RSUs) do not count toward compliance.

•	Until an officer satisfies the requirement, he or she must retain 50% of the net shares acquired upon the vesting of equity awards.

---

(1)

Amounts disclosed in this column relate to grants of RSUs and PSUs made under our 2011 Incentive Plan. With respect to each RSU and PSU grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718, and does not reflect amounts actually paid to, or realized by, the Named Executive Officers in 2017, 2016 or 2015. For additional information, see Note 12 to the Company's audited consolidated financial statements for the year ended December 31, 2017, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. Assuming achievement of the highest level of the performance conditions, the aggregate grant date fair value of the PSUs for 2017 would be as follows: Mr. Williams - $1,066,013; Mr. Randolfi - $415,800; Mr. Drobny - $210,108; Mr. Sullivan - $703,587. Mr. Krenzer did not receive a PSU grant in 2017. For further information on the RSU and PSU grants made in 2017, see the "Grants of Plan-Based Awards in 2017" table below.

(2)

Amounts disclosed in this column for 2017 reflect cash and equity amounts paid under our annual performance bonus program. Under the terms of our annual performance bonus program, the value of the above-target performance bonus payouts for Messrs. Williams, Randolfi and Drobny were converted to fully vested RSUs based on the price per share of common stock of $5.20, the closing market price of our common stock on February 13, 2018, the date on which the Compensation Committee approved such payouts. For further information, see the section entitled "Compensation Discussion & Analysis— Annual Performance Bonus Program" above.

(3)	Amounts disclosed in this column for 2017 include amounts paid by the Company for executive parking expenses and payments to Mr. Krenzer under his consulting agreement with the Company that pre-dated his employment as our Chief Operating Officer on October 30, 2017.

---

(1)

Reflects the potential number of PSUs which may be earned for performance at the threshold, target and maximum levels, respectively. These awards vested to the extent that the Company achieved certain performance measures over the one-year period beginning on January 1, 2017. See, "Compensation Discussion and Analysis — Section 5 — Pay Mix and Target Opportunity — Equity-Based Awards — PSUs" for more information on the terms of the PSUs.

(2)	Reflects grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, see Note 12 to the Company's audited consolidated financial statements for the year ended December 31, 2017, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

(3)	Reflects the award of RSUs under the 2011 Incentive Plan in connection with Mr. Krenzer’s acceptance of the Chief Operating Officer position.

---

(1)	Reflects the market value of outstanding RSUs and PSUs, based on the price per share of common stock of $5.10, the closing market price on December 29, 2017. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers.

(2)

RSUs vest according to the following schedule: 140,427 will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2018; and 122,110 will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 with 122,111 vesting on December 31, 2019, subject to Mr. Williams' continued employment with the Company through each vesting date.

(3)	RSUs vest according to the following schedule: 298,675 vested on March 15, 2018; 232,109 will vest on March 15, 2019; and 177,043 will vest on March 15, 2020, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(4)	RSUs vest according to the following schedule: 190,939 will vest on each of October 31, 2018 and October 31, 2019, 370,939 will vest on October 31, 2020, 280,939 will vest on October 31, 2021, and 190,940 will vest on October 31, 2022, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(5)	RSUs vest according to the following schedule: 110,000 will vest quarterly in two equal installments beginning on January 25, 2018, and 188,572 will vest quarterly in four equal installments beginning on July 25, 2018, in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

(6)	RSUs vest according to the following schedule: 57,838 will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 124,903 will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Randolfi's continued employment with the Company through each vesting date.

(7)	RSUs vest according to the following schedule: in equal installments quarterly, through July 7, 2018, subject to Mr. Drobny's continued employment with the Company through each vesting date.

(8)	RSUs vest according to the following schedule: 100% vested on January 1, 2018.

(9)	RSUs vest according to the following schedule: 5,000 vested on March 15, 2018; 46,487 will vest in equal installments quarterly beginning on June 15, 2018 and ending on March 15, 2019; and 145,180 will vest in equal installments quarterly beginning on June 15, 2019 and ending on March 15, 2020; in each case subject to Mr. Drobny's continued employment with the Company through each vesting date.

(10)	RSUs vest according to the following schedule: 298,344 will vest on October 31, 2018, and 74,586 will vest every three months over a two year period beginning on January 30, 2019, in each case subject to Mr. Krenzer's continued employment with the Company through each vesting date.

---

(11)	46,834 RSUs vested on January 12, 2018, and the remainder were canceled when Mr. Sullivan resigned from his role as Chief Product Officer.

(1)

Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2017 and the aggregate number of shares of common stock underlying the PSUs that vested in 2017. Of the amount shown for Mr. Williams, 605,504 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Randolfi, 201,653 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Drobny, 134,684 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Sullivan, 143,968 shares of common stock were withheld to pay taxes due in connection with the vesting.

(2)

Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the NASDAQ of a share of common stock on the date of vesting, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amount shown for Mr. Williams, $3,181,131.87 represents net proceeds to Mr. Williams. Of the amount shown for Mr. Randolfi, $1,137,312 represents net proceeds to Mr. Randolfi. Of the amount shown for Mr. Drobny, $757,332.48 represents net proceeds to Mr. Drobny. Of the amount shown for Mr. Sullivan, $746,022 represents net proceeds to Mr. Sullivan.

---

---

(1)	For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a CIC Termination under the Severance Agreements.

(2)	For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a Qualifying Termination that is not a CIC Termination under the Severance Agreements.

(3)	Represents a lump sum payment in an amount equal to 12 months of such individual's annual base salary.

(4)	Represents a lump sum payment in an amount equal to the pro-rated portion of his target annual cash incentive award, based on the number of days served during the year of termination.

(5)	Represents the dollar value of 100% accelerated vesting of such individual's service-based equity awards outstanding as of December 31, 2017. No amounts are shown for PSUs because these awards were earned based on performance through December 31, 2017 as described in the "Option Exercises and Stock Vested in 2017" table above.

(6)	Represents the dollar value of accelerated vesting of such individual's service-based equity awards scheduled to vest over the 12 month period following December 31, 2017. No amounts are shown for PSUs because these awards were earned based on performance through December 31, 2017 as described in the "Option Exercises and Stock Vested in 2017" table above.

(7)	Represents a lump sum payment equal to twelve months of Company-paid health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, including both the employer and employee portions of the cost, based on such individual’s rates and elections as of December 31, 2017.

---

---

(1)	This amount includes the following:

(2)	Indicates a weighted average price for 885,580 outstanding options under our 2008 Plan and our 2010 Plan. There are no outstanding options under the 2011 Plan.

(3)

As of December 31, 2017, 64,668,722 shares remained available for issuance under the 2011 Incentive Plan and 3,781,905 shares available for future issuance under the Purchase Plan. Permissible awards under the 2011 Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, including awards where vesting, granting, or settlement of which is contingent upon the achievement of specified performance goals, called “performance awards” and cash incentive awards.

•	a commission-based incentive program for sales employees that only results in payout based on measurable financial or business critical metrics;

•	annual bonuses with a portion for executive employees that are funded based on Company performance and are paid based on a combination of quantitative and/or qualitative factors and individual performance;

•	ownership of a large percentage of our shares and equity-based awards, including performance share units, by senior management; and

•	our practice of awarding long-term equity grants upon hire to our executives in order to directly tie the executive’s expectation of compensation to their contributions to the long-term value of the Company.

---

---

•	our accounting and financial reporting processes and the audit of our consolidated financial statements;

•	the integrity of our consolidated financial statements;

•	our internal controls;

•	our legal compliance and ethics policies relating to accounting, internal controls and auditing matters;

•	our systems and policies to monitor and manage business risk;

•	the independent registered public accounting firm’s appointment, qualifications, independence and compensation; and

•	the performance of our internal audit function.

---

---

(1)	Audit Fees. Audit fees for the 2017 fiscal year includes the aggregate fees incurred for the audit of the Company’s annual consolidated financial statements, and audit, review and attest services rendered in connection with other regulatory or statutory filings.

(2)	Tax Fees. Tax fees consist of tax compliance and advisory work related to the Company’s research and development credit, tax incentives, international tax planning and intellectual property.

(3)	Other Fees. Other fees include certain consulting services.

---

---

•	enables us to recruit and retain talented and experienced individuals who are able to develop, implement and deliver on long-term value creation strategies;

•	provides a substantial portion of each executive’s compensation in components that are directly tied to short-term and long-term value and Company growth;

•	rewards both Company and individual performance and achievement;

•	ensures that our pay structure does not encourage unnecessary and excessive risk taking; and

•	ensures that our compensation is reasonable and competitive with pay packages made available to executives at companies with which we compete for executive talent.

---

---

(1)	Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of revenue and Marketing. Restructuring charges include $0.8 million of additional stock-based compensation for the year ended December 31, 2017. Other income (expense), net includes $0.2 million of additional stock-based compensation for the year ended December 31, 2017.

---

---