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1.	To elect nine directors from the nominees named in this proxy statement.

2.	To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2019.

3.	To conduct an advisory vote to approve our named executive officer compensation, as described in this proxy statement.

4.	To approve an amendment to the Groupon, Inc. 2011 Incentive Plan, as amended (the “2011 Incentive Plan”), to, among other items, increase the number of authorized shares thereunder.

5.	To approve an amendment to the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), to, among other items, increase the number of shares available for purchase thereunder.

6.	To transact other business that may properly come before the Annual Meeting.

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ü	Programs supported 340 nonprofit partners across 130 unique and vibrant communities around the world.

ü	Employees donated a record-breaking 35,000 volunteer hours -- more than doubling our hours donated to local communities year over year.

ü	Engaged 58% of our global employees in at least one volunteer activity.

ü	Reached more than 3,000 small businesses through cause marketing campaigns, small business accelerator programs and partnerships with neighborhood commercial districts.

ü	Delivered more than $370,000 to local communities through neighborhood and small business development programs.

ü	Served or donated 8,421,000 meals to food insecure families and individuals through volunteer events and charitable campaigns -- nearly 10x the meals donated and served in 2017.

ü	Inspired more than 23,000 students to pursue pathways in science, technology, engineering and math by sponsoring the Museum of Science & Industry (Chicago) Summer Brain Games initiative and hosting Scout Out Engineering events.

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•	Groupon Corporate Governance Principles & Highlights

•	Board of Director Biographies

•	How the Board is Selected and Evaluated

•	How the Board is Organized and Governs

•	How to Communicate with the Board

•	Board Compensation

•	Majority of Board of Directors independent (8 of 9 directors)

•	Directors have diverse experience, including e-commerce and technology, marketing and advertising, finance and accounting, M&A, international and public company service

•	22% of Board of Directors comprised of women

•	Independent directors meet regularly without management present

•	Audit, Compensation and Nominating Committees comprised entirely of independent directors

•	Director stock ownership and holding guidelines

•	Annual director elections; no classified board

•	Single class of voting common stock

•	Directors may be removed with or without cause

•	No supermajority requirements to approve mergers or other business combinations or charter amendments

•	Annual Say on Pay vote (78% of votes cast “FOR” in 2018)

•	No stockholder rights plan adopted

•	All members of the Audit Committee are audit committee financial experts under SEC rules

•	Enterprise Risk Management program

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•	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.

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•	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, and compliance. It also reviews the Company’s policies for risk assessment, risk management and assesses the steps management has taken to control significant risks.

•

The Audit Committee oversees risks pertaining to cybersecurity. Protecting our systems, networks, data and confidential information is a priority at Groupon. As part of our cybersecurity program we employ security practices to protect and maintain the systems located at our data centers and hosting providers, invest in intrusion, anomaly, and vulnerability detection tools and engage third-party security firms to test the security of our websites and systems. In addition, we regularly evaluate and assess our systems and the controls, processes and practices to protect those systems and also conduct penetration testing against our own systems. Our Vice President, Information Security, who reports directly to our Chief Technology Officer and leads the team responsible for our cybersecurity program, strategy, policies and practices, regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters. In addition, we conduct an annual cybersecurity review with our Board of Directors.

•	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.

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•	Board composition and member selection;

•	Board meetings and involvement of senior management;

•	CEO performance evaluation;

•	management succession planning;

•	Board committees; and

•	director compensation.

•	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.

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

•	evaluate and approve the compensation of the CEO;

•	oversee compensation of directors;

•	evaluate and approve the compensation of the Company’s other executive officers;

•	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;

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

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

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•	Audit Committee Charter

•	Compensation Committee Charter

•	Nominating Committee Charter

•	Corporate Governance Guidelines

•	Code of Conduct

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(1)	This column represents the amount of cash compensation earned in 2018 for Board and committee service. The following non-employee directors deferred cash compensation earned in 2018 into deferred stock units under the Director Compensation Plan and as shown in the table below.

(2)

On June 14, 2018, we granted each of our non-employee directors 37,878 RSUs, the Nominating Committee Chairman an additional 2,176 RSUs, the Compensation Committee Chairman an additional 2,901 RSUs, and our Audit Committee Chairman an additional 4,351 RSUs pursuant to the Director Compensation Plan. 100% of the RSUs will vest on the first anniversary of the grant date. As of December 31, 2018, 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 2018, 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, 2018 included in Groupon’s Annual Report on Form 10-K.

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

(5)

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 pro-rated RSU grant vested on June 13, 2018.

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ü

Enhance the customer experience. With a mobile-first strategy, we intend to improve the customer experience by continuing to invest in innovative, frictionless products and differentiated local supply coupled with strong national brands. In 2018, 80% of our user traffic was on mobile. As we build out our marketplaces, we want our customers to have a superior, frictionless experience when they use our product whether finding, booking, buying or redeeming an offer. We are investing in initiatives to improve the purchase and redemption experience, such as enhancing our mobile applications, testing offerings with voucherless redemption resulting in cash back directly to customers' credit cards, and adding direct booking capabilities.

ü

Establish Groupon as an open platform. We ultimately want Groupon to become a daily habit for our customers and believe that significantly increasing the offerings available through our online local commerce marketplaces is critical to this goal. Our initiatives to grow our inventory of deal offerings include entering into commercial agreements with third parties that enable us to feature additional merchant offerings through our marketplaces, identifying new distribution channels through which to sell our marketplace offerings, and continuing to optimize the activities performed by our sales teams.

ü

Continue to realize our international potential. In 2018, the gross profit generated by our International segment represented 32.6% of our consolidated gross profit. We maintain a long-term focus on driving International to achieve gross profit that is more comparable to that of North America. Our initiatives to grow International gross profit include increasing our international marketing spending and leveraging enhanced marketing analytics, prioritizing more technology resources in order to expand and advance its product and service offerings, growing our inventory of deal offerings by entering into commercial agreements with third parties that enable us to feature additional merchant offerings through our marketplaces, and other initiatives.

ü	Maintain culture of operational efficiency. Our company runs with a fundamental emphasis on maximizing operational efficiency. While we expect to invest in our key initiatives, we will continue to do so as disciplined operators and seek out opportunities to improve our efficiency.

(1)	Please see “Appendix A – Adjusted EBITDA Information and Reconciliation” for more information.

(2)	Operating cash flow for the year ended December 31, 2018; $233 million for the year ended December 31, 2018, excluding the Company's operating cash outflow related to the settlement of the IBM patent litigation.

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•	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 the 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 elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

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

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•	our executive compensation program objectives;

•	our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors;

•	an individual NEO’s knowledge, skills, experience, qualifications, and tenure relative to other similarly-situated executives at the companies in our compensation peer group;

•	the scope of an NEO’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group;

•	the performance of an individual NEO, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•	the potential of an individual NEO to contribute to our long-term financial, operational, and strategic objectives;

•	the compensation practices of our peer group; and

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•	the recommendations of our CEO with respect to the compensation of our other NEOs.

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(1)	Ms. Thomas was appointed as our Chief Accounting Officer, effective November 30, 2018.

(2)	Mr. Stevens served as our Chief Accounting Officer until November 30, 2018.

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(1)	Amounts set forth in this table do not total 100% due to rounding on each compensation element.

(2)	Amounts in this column represent the average of compensation of NEOs other than the CEO for each compensation element.

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(1)	Base salaries in effect as of December 31, 2018.

(2)	Mr. Williams’ base salary increased from $700,000 to $750,000 effective January 1, 2018.

(3)	Base salaries for Mr. Randolfi, Mr. Drobny, Mr. Krenzer, and Mr. Stevens were not increased in 2018.

(4)	Ms. Thomas was appointed as our Chief Accounting Officer on November 30, 2018 and this amount reflects her base salary effective starting on that date.

(5)	Mr. Stevens served as our Chief Accounting Officer until November 30, 2018.

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(1)	The maximum available payout under the ABP was 150% for all NEOs other than Mr. Krenzer, for whom the maximum available payout was 200% per the terms of his offer letter.

(2)	Actual achievement set forth in this column is provided on a constant currency (fx neutral) basis and excludes the impact of the Company’s acquisition of Cloud Savings Company Ltd.

(1)	The Compensation Committee may exercise downward discretion on total performance bonus paid after the Company performance multiplier is applied, but did not exercise any such discretion for 2018.

(2)	Ms. Thomas received a prorated bonus, based on the date of her appointment as Chief Accounting Officer.

(3)	Mr. Stevens was not eligible to receive an annual performance bonus for 2018 based on the date of his resignation as Chief Accounting Officer.

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(1)	The PSUs in this column represent commitments made in 2016 and 2017. 100% of the 2018 PSUs committed in prior years and earned as described below vested on February 12, 2019.

(2)

163,018 RSUs will vest on October 31, 2019, and 652,076 RSUs will vest annually in equal installments beginning on October 31, 2020 and ending on October 31, 2023, in each case subject to Mr. Williams’ continued employment with the Company through the applicable vesting date. 942 RSUs granted were earned as part of the 2017 annual performance bonus program, and were immediately vested on March 15, 2018 upon grant. See the “Option Exercises and Stock Vested in 2018” table.

(3)	The 2018 PSUs reported on this line were earned as described below, and 20% vested on February 12, 2019. The remaining PSUs will vest in equal installments on January 2, 2020; January 2, 2021; January 2, 2022; and January 2, 2023; in each case subject to Mr. Williams’ employment as of the applicable vesting date.

(4)

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 the applicable vesting date. 673 RSUs granted were earned as part of the 2017 annual performance bonus program, and were immediately vested on March 15, 2018 upon grant. See the “Option Exercises and Stock Vested in 2018” table.

(5)	The 2018 PSUs reported on this line were earned as described below, and 20% vested on February 12, 2019. Of the remaining PSUs, 25% will vest on January 2, 2020; 50% will vest on January 2, 2021; and 25% will vest on January 2, 2022; in each case subject to Mr. Randolfi’s employment as of the applicable vesting date.

(6)

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 the applicable vesting date. 605 RSUs granted were earned as part of the 2017 annual performance bonus program, and were immediately vested on March 15, 2018 upon grant. See the “Option Exercises and Stock Vested in 2018” table.

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(7)	The 2018 PSUs reported on this line were earned as described below, and 20% vested on February 12, 2019. Of the remaining PSUs, 25% will vest on January 2, 2020; 50% will vest on January 2, 2021; and 25% will vest on January 2, 2022; in each case subject to Mr. Drobny’s employment as of the applicable vesting date.

(8)	Mr. Krenzer received RSU and PSU awards in October 2017 in connection with his appointment as Chief Operating Officer, and therefore did not receive any new awards during the 2018 annual compensation review.

(9)

13,402 RSUs vested on March 5, 2019; 26,804 RSUs will vest quarterly in four equal installments beginning on June 5, 2019; and 13,402 RSUs will vest quarterly in four equal installments beginning on June 5, 2020; and 25,641 RSUs will vest on September 30, 2019; in each case subject to Ms. Thomas’ continued employment with the Company through the applicable vesting date. 82 RSUs granted were earned as part of the 2017 annual performance bonus program, and were immediately vested on March 30, 2018 upon grant. See the “Option Exercises and Stock Vested in 2018” table.

(10)	The 2018 PSUs reported on this line were earned as described below, and 7,710 vested on February 12, 2019. Of the remaining PSUs, 2,526 shares will vest on January 2, 2020 and 1,263 shares will vest on January 2, 2021, in each case subject to Ms. Thomas’ employment with the Company as of the applicable vesting date.

(11)	All outstanding unvested equity was canceled in connection with Mr. Stevens’ termination of employment.

(1)	Expressed in millions.

(2)	The People Goals metric under the 2018 PSU plan was based on achievement of up to three strategic people goals relating to the leadership, diversity and engagement.

(1)	179,405 PSUs vested on February 12, 2019. The remaining PSUs earned will vest in four equal annual installments beginning on January 2, 2020, in each case subject to Mr. Williams’ employment as of the applicable vesting date.

(2)	46,536 PSUs vested on February 12, 2019. The remaining PSUs earned will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Randolfi’s continuous employment with the Company as of the applicable vesting date.

(3)	20,789 PSUs vested on February 12, 2019. The remaining PSUs earned will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Drobny’s continuous employment with the Company as of the applicable vesting date.

(4)	74,983 PSUs vested on February 12, 2019.

(5)	7,710 PSUs vested on February 12, 2019. Of the remaining PSUs, 2,526 shares will vest on January 2, 2020 and 1,263 shares will vest on January 2, 2021, in each case subject to Ms. Thomas’ employment with the Company as of the applicable vesting date.

(6)	Mr. Stevens was not eligible to earn PSUs for 2018 based on his resignation date of November 30, 2018.

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

•	annual bonuses 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.

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(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 2018, 2017 or 2016. For additional information, see Note 12 to the Company's audited consolidated financial statements for the year ended December 31, 2018, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Assuming achievement of the highest level of the performance conditions, the aggregate grant date fair value of the PSUs for 2018 would be as follows: Mr. Williams - $ 9,360,874; Mr. Randolfi - $ 2,820,636; Mr. Drobny - $ 1,559,950; Mr. Krenzer - $ 2,044,630; Mr. Stevens - $ 1,089,116; Ms. Thomas - $ 276,958. For further information on the RSU and PSU grants made in 2018, see the "Grants of Plan-Based Awards in 2018" table below.

(2)

Amounts disclosed in this column for 2018 do not include immediately vested RSU grants made on March 15, 2018 to Messrs. Williams, Randolfi, Drobny, Krenzer, and Stevens, or the immediately vested RSU grant made on March 29, 2018 to Ms. Thomas, because these immediately vested RSUs represent payment for the above-target amounts under our annual performance bonus program for the 2017 calendar year, which above-target amounts were included in the amounts reported in the “Non-Equity Incentive Plan Compensation” column for 2017 in this table. For further information about these grants, see the section entitled “Grants of Plan-Based Awards In 2018” below.

(3)	Amounts disclosed in this column for 2018 reflect cash amounts paid under our annual performance bonus program. For further information, see the section entitled "Compensation Discussion & Analysis— Annual Performance Bonus Program" above.

(4)	Amounts disclosed in this column for 2018 include matching contributions under the Groupon, Inc. 401(k) Savings Plan (for 2018, $8,250 for all of our named Named Executive Officers other than Mr. Krenzer), and amounts paid by the Company for parking expenses.

(5)	The amount disclosed in this column represents Ms. Thomas’ rate of base pay, based on her salary in effect prior to her appointment as Chief Accounting Officer, and following such appointment.

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(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, 2018. 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, 2018, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

(3)	Mr. Krenzer received an RSU award in connection with his acceptance of the Chief Operating Officer position, and as such, did not receive an RSU award during the 2018 annual compensation review process.

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(1)	Reflects the market value of outstanding RSUs and PSUs, based on the price per share of common stock of $3.20, the closing market price on December 31, 2018. 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: 122,110 will vest on the last day of each calendar quarter over a nine month period beginning on March 31, 2019 and 122,111 will vest on December 31, 2019, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

(3)	RSUs vest according to the following schedule: 232,109 vested 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 the applicable vesting date.

(4)	RSUs vest according to the following schedule: 190,939 will vest on 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 the applicable vesting date.

(5)	RSUs vest according to the following schedule: 163,018 will vest on October 31, 2019, and 652,076 will vest annually in equal installments beginning on October 31, 2020 and ending on October 31, 2023, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

(6)	PSUs will vest in four equal annual installments beginning on January 2, 2020, in each case subject to Mr. Williams’ employment as of the applicable vesting date.

(7)	RSUs vest according to the following schedule: 47,143 will vest on each of January 25, 2019 and April 25, 2019, in each case subject to Mr. Randolfi's continued employment with the Company through the applicable vesting date.

(8)	RSUs vest according to the following schedule: 14,459 vested 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 the applicable vesting date.

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

(10)	PSUs will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Randolfi’s employment with the Company as of the applicable vesting date.

(11)	RSUs vest according to the following schedule: 11,621 vested 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 the applicable vesting date.

(12)	RSUs vest according to the following schedule: 36,226 vested on March 15, 2019, 36,226 will vest on March 15, 2020, 72,453 will vest on March 15, 2021, and 36,227 will vest on March 15, 2022, in each case subject to Mr. Drobny's continued employment with the Company through the applicable vesting date.

(13)	PSUs earned will vest 25% on January 2, 2020; 50% on January 2, 2021; and 25% on January 2, 2022; in each case subject to Mr. Drobny’s employment with the Company as of the applicable vesting date.

(14)	RSUs vest according to the following schedule: 74,586 will vest quarterly over a two year period beginning on January 30, 2019, in each case subject to Mr. Krenzer's continued employment with the Company through the applicable vesting date.

(15)	RSUs vest according to the following schedule: 59,850 will vest quarterly in six equal installments beginning on February 22, 2019, in each case subject to Ms. Thomas' continued employment with the Company through the applicable vesting date.

(16)	RSUs vest according to the following schedule: 100% on September 30, 2019, subject to Ms. Thomas' continued employment with the Company through the vesting date.

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(17)	RSUs vest according to the following schedule: 13,402 vested on March 5, 2019, 26,804 will vest quarterly in four equal installments beginning on June 5, 2019, and 13,402 will vest quarterly in four equal installments beginning on June 5, 2020, in each case subject to Ms. Thomas' continued employment with the Company through the applicable vesting date.

(18)	2,526 PSUs will vest on January 2, 2020 and 1,263 PSUs will vest on January 2, 2021, in each case subject to Ms. Thomas’ employment with the Company as of the applicable vesting date.

(19)	All of Mr. Stevens’ outstanding, unvested equity was forfeited upon his resignation from the Company on November 30, 2018.

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(1)

Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2018 and the aggregate number of shares of common stock underlying the 2018 PSUs that vested on February 12, 2019 following the Compensation Committee’s certification of the 2018 performance metrics. Of the amount shown for Mr. Williams, 546,435 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Randolfi, 113,731 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Drobny, 117,074 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Krenzer, 138,048 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Ms. Thomas, 30,301 shares of common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Stevens, 22,630 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, $2,720,615 represents net proceeds. Of the amount shown for Mr. Randolfi, $817,822 represents net proceeds. Of the amount shown for Mr. Drobny, $659,443 represents net proceeds. Of the amount shown for Mr. Krenzer, $803,209 represents net proceeds. Of the amount shown for Ms. Thomas, $236,469 represents net proceeds. Of the amount shown for Mr. Stevens, $141,309 represents net proceeds.

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(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 target annual cash incentive award; termination of employment on an earlier date would result in pro-ration of the target award based on the number of days served during the year in which the termination of employment occurred.

(5)	Represents the dollar value of 100% accelerated vesting of such individual's service-based equity awards outstanding as of December 31, 2018. No amounts are shown for 2018 PSUs scheduled to be paid in the first quarter of 2019 because these awards were earned based on performance through December 31, 2018 as described in the "Option Exercises and Stock Vested in 2018" 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, 2018. No amounts are shown for 2018 PSUs scheduled to be paid in the first quarter of 2019 because these awards were earned based on performance through December 31, 2018 as described in the "Option Exercises and Stock Vested in 2018" 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, 2018.

(8)	Represents a lump sum payment in an amount equal to 12 months of annual base salary in the case of a CIC Termination, and 6 months of annual base salary in the case of a Qualifying Termination that is not a CIC Termination.

(9)	Represents the dollar value of 50% accelerated vesting of such individual's service-based equity awards outstanding as of December 31, 2018. No amounts are shown for 2018 PSUs scheduled to be paid in the first quarter of 2019 because these awards were earned based on performance through December 31, 2018 as described in the "Option Exercises and Stock Vested in 2018" table above.

(10)

Represents the dollar value of accelerated vesting of such individual's service-based equity awards scheduled to vest over the 6 month period following December 31, 2018. No amounts are shown for 2018 PSUs scheduled to be paid in the first quarter of 2019 because these awards were earned based on performance through December 31, 2018 as described in the "Option Exercises and Stock Vested in 2018" table above.

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•	As permitted by the SEC, the Company used the same Median Employee identified for determining its 2017 CEO pay ratio. The Company determined that there had not been any changes to its employee population or compensation programs that would significantly impact the pay ratio disclosure for 2018.

•

To identify the Median Employee, we first determined our employee population as of December 31, 2017 (the “Determination Date”). We had 6,592 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries (other than our CEO) as of the Determination Date. This number does not include Mr. Williams, and, consistent with the applicable SEC rules, (i) any independent contractors or “leased” workers and (ii) 79 employees from Morocco due to an office closure.

•

We then measured compensation for the period beginning on January 1, 2017 and ending on December 31, 2017 for these 6,592 employees (after the exclusions noted above). This compensation measurement was calculated by totaling for each employee, cash compensation paid in 2017, including regular pay (wages and salary), all variants of overtime, variants of bonus payments, and commissions; and excluding sign on bonuses.

•	A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the total compensation for such individuals.

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(1)	This amount includes the following:

•	212,787 shares that may be issued in connection with outstanding stock options.

•	29,995,991 shares that may be issued in connection with stock awards.

•	317,086 shares that may be issued in connection with deferred stock units held by non-employee directors under the Director Compensation Plan.

(2)	Indicates a weighted average price for 212,787 outstanding options under our 2008 Plan and our 2010 Plan. There are no outstanding options under the 2011 Plan.

(3)

As of December 31, 2018, 54,927,088 shares remained available for issuance under the 2011 Incentive Plan and 2,160,844 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.

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•	accounting and financial reporting processes and the audit of the Company’s consolidated financial statements;

•	the integrity of the Company’s consolidated financial statements;

•	internal controls;

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

•	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 the Company’s internal audit function.

1.	The Audit Committee has reviewed and discussed the audited consolidated financial statements for fiscal year 2018 with management.

2.	The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm for fiscal year 2018, the matters required to be discussed under the Public Company Accounting Oversight Board standards.

3.	The Audit Committee has received the written disclosures and the letter from Deloitte pursuant to Rule 3526 of the Public Company Accounting Oversight Board, and has discussed with Deloitte its independence, including whether the provision of non-audit services is compatible with its independence.

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(1)	Audit Fees. Audit fees for the 2018 and 2017 fiscal years include 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.

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(1)

Includes 28,234,594 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 10,150,400 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 69,879 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 separation from service as a director. Also includes 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April

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(2)	Includes 78,369 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(3)	Includes 36,295 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(4)	Includes 74,586 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(5)	Includes 16,676 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(6)	Based on a Form 4 filed with the SEC on September 18, 2018. Mr. Stevens served as our Chief Accounting Officer until November 2018. Open market purchases or sales, if any, by Mr. Stevens of our common stock since the date that he resigned as our Chief Accounting Officer are not known by us or reported in this table.

(7)	Includes 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019. Does not include shares held by entities affiliated with AGH described in footnote 17. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos Group, Inc. (“Atairos”).

(8)

Includes 40,779 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019. Also includes 125,188 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 separation from 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.

(9)	Includes 42,229 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(10)	Includes 40,054 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019. Also includes 107,187 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 separation from service as a director.

(11)	Includes 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019. Also includes 41,185 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.

(12)	Includes 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(13)	Includes 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019.

(14)	Also includes 518,378 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019. Also includes 332,695 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.

(15)

Based on a Schedule 13G/A filed with the SEC on February 14, 2019 by PAR Investment Partners, L.P., PAR Group II, L.P., and PAR Capital Management, Inc. The shares are directly held by PAR Investment Partners, L.P., and indirectly held by PAR Group II, L.P., the sole general partner of PAR Investment Partners, L.P., and PAR Capital Management, Inc., the sole general partner of PAR Investment Partners, L.P. Each of PAR Group II, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P. The address of PAR Investment Partners, L.P. is 200 Clarendon Street, FL 48, Boston, MA 02116.

(16)	Based on a Form 13G/A filed with the SEC on February 11, 2019. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(17)

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 37,878 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 18, 2019 held by Mr. Angelakis in his capacity as director of the Company.

(18)

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.

(19)	Based on a Form 13G filed with the SEC on February 8, 2019. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

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1.	Elect nine directors. Our Board unanimously recommends a vote “FOR” the election of all nine director nominees.

2.	Ratify Deloitte as our independent registered public accounting firm for fiscal year 2019. 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 2019.

3.	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.

4.	Approve an amendment to the 2011 Incentive Plan, to, among other items, increase the number of authorized shares thereunder. Our Board unanimously recommends a vote “FOR” the approval of the amendment to the 2011 Incentive Plan.

5.	Approve an amendment to the Purchase Plan to, among other items, increase the number of shares available for purchase thereunder. Our Board unanimously recommends a vote “FOR” the approval of the amendment to the Purchase Plan.

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

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(1)	Includes directorship in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

(2)	Mr. Levin serves on the boards of IAC/InteractiveCorp (NASDAQ: IAC), of which he is Chief Executive Officer and director, as well as Match Group Inc. (NASDAQ: MTCH) and ANGI Homeservices Inc. (NASDAQ: ANGI), both of which are IAC controlled companies.

•	Pay for Performance: We design our compensation practices such that a significant portion of the Named Executive Officers’ total pay package consists of equity-based awards, and, therefore, we believe the value of the pay packages is tightly correlated with Company performance.

•	Sound Design: We design our executive officer compensation programs to attract, motivate and retain the key executives who drive our success. We also design our pay packages to align the interests of our executives with those of our long-term stockholders. We achieve our objectives through an executive compensation program that is designed to:

•	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 the 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 elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

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

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•	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 2019.

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

•	Approve the amendment to the 2011 Incentive Plan.

•	Approve the amendment to the Purchase Plan.

•	“FOR” the election of each of the nine director nominees named in this proxy statement.

•	“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2019.

•	“FOR” the advisory approval of our Named Executive Officer compensation.

•	“FOR” the amendment to the 2011 Incentive Plan.

•	“FOR” the amendment to the Purchase Plan.

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•	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).

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•	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.

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•	Pay for Performance: For 2018, we designed our compensation practices such that a significant portion of the Named Executive Officers’ total pay packages consist of annual performance-based bonuses and equity-based awards, and therefore the value of the pay packages is tightly correlated with Groupon’s performance.

•	Sound Design: We designed our executive officer compensation programs to attract, motivate and retain the key executives who drive our success. We also designed our pay packages to align the interests of our executives with those of our long-term stockholders. We achieve our objectives through an executive compensation program that is designed to:

•	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 the 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 elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

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

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•

The Amendment removes terms, conditions, definitions and requirements relating to the qualified performance-based exception to Section 162(m) of the Code, which exception is no longer available for new awards under the 2011 Incentive Plan due to tax reform legislation and allows for the plan administrator to choose from essentially any criteria in selecting performance metrics applicable to awards under the 2011 Incentive Plan;

•

The Amendment provides that in the case of a change in control, if the surviving or acquiring company (or parent company thereof) does not assume or substitute an outstanding award with a substantially similar award, such outstanding award will become fully vested or exercisable in full as of immediately prior to the closing of the change in control, with any performance conditions applicable to such outstanding award deemed satisfied at the level determined by the Compensation Committee in its sole discretion;

•	The Amendment provides that the time-based vesting of options and SARs will be fully accelerated upon the death of a participant, and any time-based service restrictions on full value awards shall immediately lapse upon the death of a participant;

•	The Amendment incorporates certain other technical revisions in response to changes in the law and other clarifying changes; and

•	The Amendment extends the term of the 2011 Incentive Plan to June 13, 2029 (10 years from the effective date of the Amendment).

(1)	“Gross Equity Usage” is defined as the number of equity awards granted in the year divided by the basic weighted average number of common shares outstanding.

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(1)	The value set forth in this column is determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market of $3.55 on March 29, 2019 and multiplied by the number of PSUs to be granted in the future.

(2)	The PSUs set forth on these lines represent commitments made in 2016 and 2017 for shares to be granted in 2020, 2021 and 2022.

(3)	Under the Director Compensation Plan, in 2019, each of our non-employee directors is expected to receive an RSU grant with a value of $175,000; and the Audit, Compensation and Nominating and Governance Committee Chairs are expected to receive additional RSU grants of $20,000, $13,333 and $10,000, respectively.

(4)	The number of RSUs set forth on this line is determined by dividing the expected aggregate 2019 RSU grant value under the Director Compensation Plan by the closing price of the Company’s common stock on the Nasdaq Global Select Market of $3.55 on March 29, 2019.

(5)	The value set forth on this line is determined based on the 2019 quarterly cash retainers under the Director Compensation Plan that our directors have elected to defer into deferred stock units.

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(6)	The number of shares set forth on this line is determined by dividing the the 2019 quarterly cash retainer under our Non-Employee Director Compensation Plan that our directors have elected to defer into deferred stock units by the closing price of the Company’s common stock on the Nasdaq Global Select Market of $3.55 on March 29, 2019.

(7)	This value set forth on this line represents RSU grants to be awarded in July 2019, subject to Compensation Committee approval.

(8)	The number of shares set forth on this line is determined by dividing the RSU dollar value by the closing price of the Company’s common stock on the Nasdaq Global Select Market of $3.55 on March 29, 2019.

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(1)	Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of revenue and Marketing. Other income (expense), net includes $0.1 million of additional stock-based compensation for the year ended December 31, 2018.

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(c)	"Board" means the Board of Directors of the Company.

(d)	"Change in Control" means the occurrence of any of the following events:

i.

an Ownership Change Event or a series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Board members or, in the case of an Ownership Change Event described in clause (iii) of the definition of Ownership Change Event, the entity to which the assets of the Company were transferred (the "Transferee"), as the case may be; or

ii.	approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company;

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(e)	"Code" means the Internal Revenue Code of 1986, as amended.

(h)	"Company" means Groupon, Inc., a Delaware corporation, or any successor thereto.

(i)	"Contributions" means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.

(k)	"Director" means a member of the Board.

(b)	"Enrollment Date" means the first Trading Day of each Offering Period.

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(d)	"Exercise Date" means the last Trading Day of each Offering Period.

(j)	"Participant" means an Eligible Employee that participates in the Plan.

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3.	Contributions.

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2.	Exercise of Option.

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