SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Groupon, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
399473107
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 14
Exhibit Index on Page 12
Page 2 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel Growth Fund L.P. (“AGF”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
PN |
Page 3 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel Growth Fund Strategic Partners L.P. (“AGFSP”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
PN |
Page 4 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel Growth Fund Associates L.L.C. |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
OO |
Page 5 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel Growth Fund Investors 2009 L.L.C.
(“AGFI09”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
OO |
Page 6 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel IX L.P. (“A9”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
PN |
Page 7 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel IX Strategic Partners L.P. (“A9SP”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
PN |
Page 8 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel IX Associates L.L.C. |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
OO |
Page 9 of 14
| 1 |
NAME OF REPORTING PERSONS
Accel Investors 2007 L.L.C. (“AI07”) |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
0% |
| 12 | TYPE OF REPORTING PERSON |
OO |
Page 10 of 14
This Amendment No. 1 amends the statement on Schedule 13G filed by Accel Growth Fund L.P., a Delaware limited partnership (“AGF”), Accel Growth Fund Strategic Partners L.P., a Delaware limited partnership (“AGFSP”), Accel Growth Fund Investors 2009 L.L.C., a Delaware limited liability company (“AGFI09”), Accel IX L.P., a Delaware limited partnership (“A9”), Accel IX Strategic Partners L.P., a Delaware limited partnership (“A9SP”), Accel Investors 2007 L.L.C., a Delaware limited liability company (“AI07”), Accel Growth Fund Associates L.L.C., a Delaware limited liability company and the general partner of AGF and AGFSP (“AGFA”), and Accel IX Associates L.L.C., a Delaware limited liability company and the general partner of A9 and A9SP (“A9A”). The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items to which there has been a change are included in this Amendment No. 1.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement
is provided as of December 31, 2012:
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
Yes
Page 11 of 14
SIGNATURES
| After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth | ||||||||
| in this statement is true, complete and correct. | ||||||||
| Dated: February 13, 2013 | ||||||||
| Entities: | ||||||||
| Accel Growth Fund L.P. | ||||||||
| Accel Growth Fund Strategic Partners L.P. | ||||||||
| Accel Growth Fund Investors 2009 L.L.C. | ||||||||
| Accel IX L.P. | ||||||||
| Accel IX Strategic Partners L.P. | ||||||||
| Accel Investors 2007 L.L.C. | ||||||||
| Accel Growth Fund Associates L.L.C. | ||||||||
| Accel IX Associates L.L.C. | ||||||||
| By: | /s/ Tracy L. Sedlock | |||||||
| Tracy L. Sedlock, Attorney-in-fact | ||||||||
| for above-listed entities | ||||||||
Page 12 of 14
EXHIBIT INDEX
| Sequentially | ||||||
| Exhibit | Document Description | Numbered Page | ||||
| Exhibit A | Agreement of Joint Filing | 13 | ||||
| Exhibit B | Reference to Tracy L. Sedlock as Attorney-in-Fact | 14 | ||||
Page 13 of 14
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Groupon, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
| Dated: February 13, 2013 | ||||||
| Entities: | ||||||
| Accel Growth Fund L.P. | ||||||
| Accel Growth Fund Strategic Partners L.P. | ||||||
| Accel Growth Fund Investors 2009 L.L.C. | ||||||
| Accel IX L.P. | ||||||
| Accel IX Strategic Partners L.P. | ||||||
| Accel Investors 2007 L.L.C. | ||||||
| Accel Growth Fund Associates L.L.C. | ||||||
| Accel IX Associates L.L.C. | ||||||
| By: | /s/ Tracy L. Sedlock | |||||
| Tracy L. Sedlock, Attorney-in-fact | ||||||
| for above-listed entities | ||||||
Page 14 of 14
EXHIBIT B
REFERENCE TO TRACY L. SEDLOCK AS ATTORNEY-IN-FACT
Tracy L. Sedlock has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.