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

•	Ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2016. Our Board of Directors unanimously recommends a vote “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2016.

•	Advisory approval of our Named Executive Officer compensation. Our Board of Directors unanimously recommends a vote “FOR” the advisory approval of our Named Executive Officer compensation.

•	Approval of an amendment to our Certificate of Incorporation to provide that the Company’s stockholders may remove a director from office, with or without cause. Our Board of Directors unanimously recommends a vote “FOR” the approval of the amendment to our Certificate of Incorporation.

•

Approval of an amendment to the Groupon, Inc. 2011 Incentive Plan (the "2011 Incentive Plan") to increase the number of authorized shares and re-approval of the material terms of the performance goals thereunder for purposes of Section 162(m) of the Internal Revenue Code. Our Board of Directors unanimously recommends a vote “FOR” the approval of the amendment to the Groupon, Inc. 2011 Incentive Plan and re-approval of the material terms of the performance goals thereunder for purposes of Section 162(m) of the Internal Revenue Code.

•	Consider a stockholder proposal of People for the Ethical Treatment of Animals (the "Stockholder Proposal"), if properly presented at the Annual Meeting. Our Board of Directors unanimously recommends a vote “AGAINST” the Stockholder Proposal.

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

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•	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

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

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Q:	Why am I receiving these materials?

A:

The Board of Directors of Groupon, Inc. (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 8, 2016 (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 29, 2016 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 year ended December 31, 2015, 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 six proposals to be voted on at the Annual Meeting:

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

•	The ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2016.

•	An advisory vote to approve our Named Executive Officer compensation.

•	The approval of the amendment to our Certificate of Incorporation to provide that the Company’s stockholders may remove a director from office, with or without cause.

•	The approval of the amendment to the 2011 Incentive Plan to increase the number of authorized shares and re-approval of the material terms of the performance goals thereunder for purposes of Section 162(m) of the Internal Revenue Code.

•	The consideration of the Stockholder Proposal.

Q.	How does the Board recommend that I vote?

A:	The Board recommends that you vote:

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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 14, 2016, the Record Date, is entitled to vote at the Annual Meeting. At the close of business on April 14, 2016, 575,657,611 shares of Class A common stock and 2,399,976 shares of Class B common stock were outstanding and entitled to vote. Each holder of shares of Class A common stock is entitled to one vote for each share of Class A common stock held as of the Record Date, and each holder of shares of Class B common stock is entitled to 150 votes for each share of Class B common stock held as of the Record Date. The Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. 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:	Can 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 14, 2016. 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 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 14, 2016. 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.

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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 7, 2016. If you hold your shares beneficially in street name, your broker or bank may offer voting via the Internet or by telephone or you may mail your voting instruction form in the enclosed prepaid envelope. Please refer to the enclosed materials for details.

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 with 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,” “AGAINST,” or “WITHHOLD” with respect to each of the nominees. If you elect to abstain from the election of directors, the abstention will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only votes “FOR” and “AGAINST” 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.

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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

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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 1-800-542-1061 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 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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•	Messrs. Robert Bass and Daniel Henry and Ms. Ann Ziegler are members of our Audit Committee and are each an “audit committee financial expert” under SEC rules.

•	Stockholders representing 50% or more of our total voting power can call a special stockholders’ meeting by following the procedural requirements in our Amended and Restated By-laws (“Bylaws”).

•	The Board, either directly or through its committees, as discussed below, exercises direct oversight of strategic risks to the Company.

•	The Audit Committee reviews and assesses the Company’s processes to manage business, financial and related reporting risks. It also reviews the Company’s policies for risk assessment 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.

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

•	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.

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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.

•	Audit Committee Charter

•	Compensation Committee Charter

•	Nominating and Governance Committee Charter

•	Corporate Governance Guidelines

•	Code of Conduct

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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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•	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.

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(1)

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. Each holder of Class B common stock is entitled to 150 votes per share of Class B common stock and each holder of Class A common stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law or our Certificate of Incorporation. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis. The Class A common stock and Class B common stock will automatically convert into a single class of common stock on October 31, 2016.

(2)

Includes 100,735,062 shares of our Class A common stock and 999,984 shares of our Class B 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. Also includes 149,948 shares of our Class A common stock held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Mrs. Lefkofsky (50%). Includes 25,183,765 shares of Class A common stock that are subject to a pledge. Also includes 14,686 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 Class A common stock upon termination of service as a director. Pursuant to the terms of a Voting Agreement between the Company, A-G Holdings, L.P. (“AGH”), Mr. Lefkofsky, Mr. Keywell, New Enterprise Associates 12, Limited Partnership and certain of their respective affiliates (the “Voting Agreement”), Mr. Lefkofsky and his affiliates must vote their shares in favor of AGH’s director nominee.

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(3)	Includes 100,694 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(4)	Includes 43 shares of Class A common stock held by Mr. Kayman’s son. Also includes 41,562 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(5)	Includes 22,564 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(6)	Mr. Child resigned as the Company’s Chief Financial Officer effective June 3, 2015.

(7)	Mr. Viswanath resigned as the Company’s Chief Technology Officer effective January 1, 2016.

(8)	Does not include shares held by entities affiliated with AGH described in footnote 21. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos Group, Inc. (“Atairos”).

(9)

Includes 2,056 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016. Also includes 67,180 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 Class A common stock upon termination of service as a director. Does not include shares held by entities affiliated with New Enterprise Associates, Inc. described in footnote 17. Mr. Barris is the Managing General Partner of New Enterprise Associates, Inc.

(10)	Includes 2,056 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(11)	Includes 29,605 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(12)	Includes 1,414 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016. Also includes 37,673 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 Class A common stock upon termination of service as a director.

(13)

Includes 30,325,030 shares of our Class A common stock and 400,008 shares of our Class B 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%). Also includes 1,099 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016. Also includes 67,180 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 Class A common stock upon termination of service as a director. Pursuant to the terms of the Voting Agreement, Mr. Keywell and his affiliates must vote their shares in favor of AGH’s director nominee.

(14)

Includes 603,750 shares of our Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 14, 2016. Also includes 1,047 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016. Also includes 55,337 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 Class A common stock upon termination of service as a director.

(15)	Includes 837 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016.

(16)

Includes 603,750 shares of our Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 14, 2016. Also includes 202,934 shares of Class A common stock issuable upon the vesting of RSUs that will vest within 60 days of April 14, 2016. Also includes 242,056 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 Class A common stock upon termination of service as a director.

(17)	Based on a Schedule 13G/A filed with the SEC on February 12, 2016 by FMR LLC, Edward C. Johnson 3d, Abigail P. Johnson and Fidelity OTC Portfolio. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

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(18)

Based on a Schedule 13D filed with the SEC on April 15, 2016 reporting shares of our Class A common stock directly held by New Enterprise Associates 12, Limited Partnership (“NEA 12”) and indirectly held by NEA Partners 12, Limited Partnership (“NEA Partners 12”), the sole general partner of NEA 12, NEA 12 GP, LLC (“NEA 12 LLC”), the sole general partner of NEA Partners 12, and each of the individual Managers of NEA 12 LLC. The individual Managers (collectively, the “Managers”) of NEA 12 LLC are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, Krishna S. Kolluri and Scott D. Sandell. NEA Partners 12, NEA 12 GP and the Managers share voting and dispositive power over the shares directly held by NEA 12. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The address of New Enterprise Associates is 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093. Pursuant to the terms of the Voting Agreement, NEA 12 and its affiliates must vote their shares in favor of AGH’s director nominee.

(19)	Based on a Form 13F filed with the SEC on February 12, 2016. 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.

(20)	Based on a Schedule 13G/A filed with the SEC on February 14, 2014, Mr. Mason is no longer subject to the reporting requirements under Section 13(g) of the Exchange Act with respect to his ownership of Groupon common stock. Accordingly, his ownership of shares of Class A common stock, if any, is not known by us or reported in this table.

(21)

Based on a Schedule 13D filed with the SEC on April 14, 2016 reporting shares of our Class A common stock beneficially owned by AGH, A-G Holdings GP, LLC (“AGGP”), Atairos, Atairos Partners, L.P. (“AP”), Atairos Partners GP, Inc. (“APGP”), and Michael J. 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 Class A common stock or a combination thereof, at the Company’s option, 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 Class A common stock issuable upon conversion of the Notes if the Company elected to settle its conversion obligation solely through shares of Class A common stock at the initial conversion rate described above). Does not include shares held by Mr. Lefkofsky and his affiliates, Mr. Keywell and his affiliates and NEA 12 and its affiliates, which AGH may be deemed to beneficially own as a result of the Voting Agreement.

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(1)	Effective following the annual meeting in 2015, (i) Mr. Barris rotated off of the Audit Committee, (ii) Mr. Housenbold joined the Compensation Committee and (iii) Ms. Ziegler joined the Audit Committee and rotated off of 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 cyber security risks, and assessing the steps management has taken to control these risks; and

•	reviewing compliance with significant applicable legal, ethical and regulatory requirements.

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•	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-based compensation and other benefit plans; 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.

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(1)	This column represents the amount of cash compensation earned in 2015 for Board and Committee service. The following non-employee directors deferred cash compensation earned in 2015 into deferred stock units under the Non-Employee Directors’ Compensation Plan and as described in this table below under the heading “Cash Compensation.”

(2)	As of December 31, 2015, each non-employee director had the following aggregate number of stock awards outstanding, as adjusted for the August 2010, January 2011 and October 2011 stock splits, as applicable.

(a)	On June 18, 2015, we granted Board members 27,075 RSUs and the Committee Chairs an additional 1,814 RSUs pursuant to the provisions contained in the Non-Employee Directors’ Deferred Compensation Plan. 100% of the RSUs will vest on the first anniversary of the date of grant. Mr.

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(3)	Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs granted in 2015. Assumptions used in the calculation of these amounts for 2015 are set forth in Note 12 to Groupon’s audited consolidated financial statements for the year ended December 31, 2015 included in Groupon’s Annual Report on Form 10-K.

•	an annual cash retainer of $75,000 paid quarterly;

•	an additional annual retainer of $4,950 to the chairpersons of the Compensation Committee and the Nominating and Governance Committee; and

•	an additional annual retainer of $6,600 to the chairperson of the Audit Committee.

•	shares owned outright and beneficially;

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•	shares equal to the number of vested deferred stock units credited to the director under our Non-Employee Directors’ Compensation Plan; and

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

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•	Rich Williams, Chief Executive Officer

•	Brian Kayman, Interim Chief Financial Officer

•	Dane Drobny, General Counsel and Corporate Secretary

•	Brian Stevens, Chief Accounting Officer

•	Eric Lefkofsky, Former Chief Executive Officer

•	Jason Child, Former Chief Financial Officer

•	Sri Viswanath, Former Chief Technology Officer

•	Section 1—Executive Summary

•	Section 2—Our Compensation Philosophy

•	Section 3—Design of Executive Compensation

•	Section 4—Role of Management, Compensation Consultants and Use of Market Data

•	Section 5—Pay Mix and Target Opportunity

•	Section 6—Other Compensation Information

•	Revenue of $3.1 billion and gross billings of $6.3 billion in 2015.

•	We continued to increase our mobile presence, with transactions taking place on mobile devices remaining over 50% of total transactions globally during the fourth quarter of 2015.

•	We increased our active deal count to an average of approximately 650,000 globally at the end of the fourth quarter of 2015.

•	Active customers, which we define as customers who have purchased a voucher or product from us during the trailing twelve months, increased 3% year-over-year to 48.9 million as of December 31, 2015.

•	We added performance share units ("PSUs") to our equity-based award program for 2016 to complement the use of RSUs to certain senior executives, including our Named Executive Officers. Senior executives now have the

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•	We re-evaluated our compensation peer group to better align with Groupon’s revenue and market capitalization and replace companies that are no longer publicly traded.

•

We adopted stock ownership and stock holding guidelines applicable to certain of our officers, including our Named Executive Officers. These guidelines require the officers to own shares of Groupon common stock, including granted RSUs and PSUs, with a value equivalent to a minimum of four times salary for the CEO and two times salary for other officers. The stock holding guidelines require an officer who has not met the ownership guidelines to hold 50% of his or her net vested shares until such officer satisfies the requirement.

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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;

•	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;

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

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

•	our need to fill a particular position;

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

•	the individual’s expertise and experience; and

•	the competitive market for the position.

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•	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.

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(1)	Base salaries as of December 31, 2015.

(2)	Base salaries for 2016.

(3)	Mr. Kayman's base salary was increased for 2016 in connection with his promotion in 2015 to Interim Chief Financial Officer.

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(1)	Mr. Williams was promoted to Chief Operating Office in June 2015 and Chief Executive Officer in November 2015. The Committee considered these promotions, Mr. Williams’ increased responsibilities during 2015 and the other factors described above in determining the bonus amount. Mr. Williams' promotion bonus is described in "Other Compensation Arrangements - Current Officers."

(2)	Mr. Drobny is entitled to receive a guaranteed bonus at 100% of the bonus target level for 2015.

(3)	Mr. Kayman was promoted to Interim Chief Financial Officer in June 2015. The Committee consider this promotion, Mr. Kayman’s increased responsibilities during 2015 and the other factors described above in determining the bonus amount.

(4)	The Committee considered Mr. Stevens’ increased responsibilities during 2015, including management of our tax and treasury functions, and the other factors described above in determining the bonus amount.

(5)	No payments associated with the annual performance bonuses were paid to Messrs. Lefkofsky, Child or Viswanath because they were not employees on the payment date.

(1)	Includes an award of 125,000 RSUs granted on August 5, 2015, the unvested portion of which will be forfeited in the event that a new chief financial officer is appointed prior to the time such RSUs are fully vested.

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(2)	Includes an award of 25,000 RSUs granted on October 30, 2015, 50% of the unvested portion of which will be forfeited in the event that a new chief financial officer is appointed prior to the time such RSUs are fully vested.

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•	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 restricted stock unit awards) 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.

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(1)	Mr. Lefkofsky did not take a salary during his tenure in the Office of the CEO, and Mr. Lefkofsky’s pro-rata salary in 2014 and 2015 for his tenure as CEO was approximately $1.

(2)

Amounts disclosed in this column relate to (i) for Mr. Williams, in 2015, an annual performance bonus of $135,000 and a bonus of $1,000,000 in connection with his promotion to CEO; (ii) for Mr. Drobny, in 2015, an annual performance bonus of $390,000 (guaranteed at target), and in 2014 a $100,000 signing bonus and a guaranteed pro-rata portion of his target bonus for 2014 pursuant to his offer letter; (iii) for Mr. Kayman, in 2015, an annual performance bonus of $225,000, (iv) for Mr. Stevens, in 2015, an annual performance bonus of $289,224, and in 2014, a discretionary bonus of $305,562; (v) for Mr. Child, in 2014, a discretionary bonus of $251,750, and in 2013, a discretionary bonus of $237,500; and (vi) for Mr. Viswanath, in 2014 discretionary bonus of $185,500.

(3)

Amounts disclosed in this column relate to grants of RSUs made under our 2011 Incentive Plan. With respect to each RSU grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair value for each RSU are set forth in Note 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and do not reflect amounts actually paid to, or realized by, the Named Executive Officers in 2015, 2014 or 2013. For further information on the RSU grants made in 2015, see the “Grants of Plan-Based Awards in 2015” table below.

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(4)	There were no bonus payments in 2015 under the performance-based component of our annual bonus program.

(5)

Amounts disclosed in this column include (i) amounts paid to reimburse Mr. Child for the cost of participation in our group health and welfare plans for 2013 and the first three months of 2014 after which Mr. Child was responsible for the payment of his own health and welfare premiums, (ii) for Mr. Williams, a reimbursement of relocation expenses in connection with the move of Mr. Williams' family, and (iii) the cost of security services and equipment for Messrs. Williams and Lefkofsky.

(1)	Mr. Drobny is entitled to receive a guaranteed bonus at 100% of the bonus target level for 2015.

(2)	Reflects grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. Assumptions underlying the valuations are set forth in footnote 3 to the Summary Compensation Table above. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers.

(3)	Reflects the award of RSUs under the 2011 Incentive Plan as part of the 2015 annual compensation review.

(4)	Reflects the award of RSUs under the 2011 Incentive Plan in connection with Mr. Williams’ promotion to Chief Operating Officer.

(5)	Reflects the award of RSUs under the 2011 Incentive Plan in connection with Mr. Williams’ promotion to Chief Executive Officer.

(6)	Reflects the award of RSUs under the 2011 Incentive Plan following the election by Mr. Stevens and Mr. Kayman to have their 2014 annual performance bonuses paid in RSUs in lieu of cash. Mr. Stevens’ RSU award was previously disclosed in our 2015 proxy statement.

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(7)	Reflects the award of RSUs under the 2011 Incentive Plan in connection with Mr. Kayman’s promotion to Interim Chief Financial Officer.

(8)	Reflects the award of RSUs under the 2011 Incentive Plan as part of a compensation review in connection with Mr. Stevens' increased responsibilities.

(9)	Reflects the award of RSUs under the 2011 Incentive Plan in connection with Mr. Lefkofsky’s 2015 compensation arrangement for his service as Chief Executive Officer.

(10)	Reflects the award of RSUs under the 2011 Incentive Plan as part of a compensation review relating to increased responsibilities.

(1)	Reflects the market value of outstanding RSUs, based on the price per share of Class A common stock of $3.07, the closing market price on December 31, 2015. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers.

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(2)	RSUs vest according to the following schedule: in equal increments on the 14th day of the last month of each calendar quarter through March 14, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

(3)	RSUs vest according to the following schedule: in equal increments on October 26, 2015, January 26, 2016 and April 26, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.

(4)	RSUs vest according to the following schedule: in equal increments on the 15th day of the last month of each calendar quarter through December 15, 2016, subject to Mr. Williams' continued employment with the Company through each vesting date.

(5)	RSUs vest according to the following schedule: in equal increments on the last day of last month of each calendar quarter through December 31, 2017, subject to Mr. Williams' continued employment with the Company through each vesting date.

(6)	RSUs vest according to the following schedule: in equal increments quarterly through December 1, 2016, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(7)	RSUs vest according to the following schedule: 68,900 will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 152,152 will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(8)	RSUs vest according to the following schedule: 81,700 will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 220,609 will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(9)

RSUs vest according to the following schedule: 75,694 will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2016; 66,338 will vest on the last day of each calendar quarter over a one-year period beginning on March 31, 2017; 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, in each case subject to Mr. Williams' continued employment with the Company through each vesting date.

(10)	RSUs vest according to the following schedule: in equal installments quarterly, through July 7, 2017, subject to Mr. Drobny's continued employment with the Company through each vesting date.

(11)	RSUs vest according to the following schedule: 100% will vest on January 1, 2018, subject to Mr. Drobny's continued employment with the Company through such date.

(12)	RSUs vest according to the following schedule: in equal increments on the 17th day of the second month of each calendar quarter through February 17, 2018, subject to Mr. Kayman's continued employment with the Company through each vesting date.

(13)	RSUs vest according to the following schedule: 30,150 will vest quarterly in equal increments during calendar year 2016, beginning on March 31, 2016, and 8,788 will vest quarterly in equal increments during calendar year 2017, beginning on March 31, 2017, subject to Mr. Kayman's continued employment with the Company through each vesting date.

(14)	RSUs vest according to the following schedule: 12,500 will vest monthly in equal installments through May 15, 2016, subject to Mr. Kayman's continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the RSUs are fully vested, any unvested RSUs reported on this line will be forfeited.

(15)	RSUs vest according to the following schedule: in equal installments quarterly, through September 10, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date.

(16)	RSUs vest according to the following schedule: in equal installments quarterly through December 31, 2017, subject to Mr. Stevens' continued employment with the Company through each vesting date.

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(17)	RSUs vest according to the following schedule: 27,170 will vest quarterly in equal installments during calendar year 2016, beginning on March 31, 2016; and 22,202 will vest quarterly in equal installments during calendar year 2017, beginning on March 31, 2017; in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.

(18)

RSUs vest according to the following schedule: 2,500 will vest in equal installments through August 15, 2016, subject to Mr. Stevens' continued employment with the Company through each vesting date. In the event that a new chief financial officer is appointed prior to the time that all of the RSUs are fully vested, 50% of any unvested RSUs reported on this line will be forfeited and the remaining 50% of any unvested RSUs will continue to vest.

(19)	RSUs vest according to the following schedule: 100% vest vested on April 1, 2016, subject to Mr. Lefkofsky serving as the Chief Executive Officer or Chairman of the Board of Directors on such vesting date.

(20)	Upon termination, all outstanding unvested RSUs were forfeited by Mr. Child. For more information, please see “Resignation of Former Executive Officers.”

(21)	Mr. Viswanath's employment terminated on January 1, 2016. Upon termination, all outstanding unvested RSUs were forfeited by Mr. Viswanath. For more information, please see “Resignation of Former Executive Officers."

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(1)

Reflects the aggregate number of shares of Class A common stock underlying the RSU awards that vested in 2015. Of the amount shown for Mr. Williams, 303,005 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Drobny, 98,379 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Kayman, 76,324 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Stevens, 48,157 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Child, 155,985 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Of the amount shown for Mr. Viswanath, 218,929 shares of Class A common stock were withheld to pay taxes due in connection with the vesting. Mr. Lefkofsky elected to pay in cash the taxes due in connection with vesting.

(2)

Calculated by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on the Nasdaq of a share of Class A 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 Class A common stock acquired upon vesting. Of the amount shown for Mr. Williams, $2,057,178 represents net proceeds to Mr. Williams. Of the amount shown for Mr. Drobny, $793,938 represents net proceeds to Mr. Drobny. Of the amount shown for Mr. Kayman, $809,044 represents net proceeds to Mr. Kayman. Of the amount shown for Mr. Stevens, $592,216 represents net proceeds to Mr. Stevens. Of the amount shown for Mr. Lefkofsky, $1,139,030 represents net proceeds to Mr. Lefkofsky. Of the amount shown for Mr. Child, $1,503,445 represents net proceeds to Mr. Child. Of the amount shown for Mr. Viswanath, $1,352,610 represents net proceeds to Mr. Viswanath.

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(1)	Definition of Qualifying Termination is termination by the Company (or its successor) without cause (excluding death or disability) in connection with, or during the one-year period immediately following a change in control.

(2)	Definition of Qualifying Termination is termination by the employee for good reason or by the Company without cause (excluding death or disability) in connection with, or during the three months prior to, the date of a change in control or during the one-year period immediately following a change in control.

(3)	Definition of Qualifying Termination is termination by the employee for good reason in the event a change in control occurs within three months following the date of a termination or if a termination occurs within twelve months following the date of a change in control.

(4)	Reflects arrangement effective February 9, 2016.

(5)	Represents six 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.

(6)

If Mr. Williams' employment is terminated for good reason or without cause within six months prior to a “change in control” (as defined in his severance benefit agreement) (if Mr. Williams reasonably demonstrates that his termination arose in connection with such change in control) or within 12 months following a change in control, Mr. Williams is entitled to immediate vesting of 100% of the unvested portion of his equity-based awards

(7)

If Mr. Drobny or Mr. Stevens’ employment is terminated for good reason or without cause within three months prior to or 12 months following the appointment of a new CEO, then Mr. Drobny is entitled to continued vesting of all equity-based awards through the end of the 12-month period beginning on his termination date, and Mr. Stevens is entitled to continued vesting of all such awards through the end of the six-month period beginning on his termination date. Upon termination of Messrs. Drobny's, Kayman's, or Stevens’ employment without cause or for good reason occurring within six months prior to a “change in control” (as defined in the applicable severance benefit agreement) (if such individual reasonably demonstrates that his termination arose in connection with such change in control) or within 12 months following a change in control, Messrs.

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(1)	This amount includes the following:

(2)	Indicates a weighted average price for 1,584,832 outstanding options under our 2008 Plan and our 2010 Plan.

(3)

As of December 31, 2015, 30,460,905 shares remained available for issuance under the 2011 Incentive Plan and 7,331,343 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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•	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, 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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•	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 compliance with legal and regulatory requirements and efficacy of and compliance with our corporate policies;

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

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

•	the performance of our internal audit function.

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(1)	Audit Fees. Audit fees for the 2015 and 2014 fiscal years include the aggregate fees incurred for the audits of the Company’s annual consolidated financial statements, and audit and review services rendered in connection with other regulatory or statutory filings, for which we have engaged Ernst & Young.

(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 access to online accounting and tax research software applications and data.

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•	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 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.

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(1)	All amounts shown in this row are projections estimated based on our current outside director compensation program, which is subject to the review and approval of our Nominating and Corporate Governance Committee and Board.

(2)	For 2016, each of our non-employee directors is expected to receive an RSU award equal to $150,000.

(3)	Does not reflect the actual value of any RSU awards. This amount is estimated using the closing price per share of Class A common stock of $3.99 on March 31, 2016.

(4)	Estimated based on the percentage of each current non-employee director’s annual cash retainer that he or she has elected to defer into deferred stock units as of the date of this proxy statement. Directors may make such elections in their discretion.

(5)	Does not reflect the actual value of any deferred stock units. This amount is estimated using the closing price per share of Class A common stock of $3.99 on March 31, 2016.

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