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Form 4 Groupon, Inc. For: Jun 09 Filed by: Maple Rock Capital Partners Inc.

August 17, 2022 9:55 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Maple Rock Capital Partners Inc.

(Last) (First) (Middle)
21 ST. CLAIR AVENUE EAST
SUITE 1100

(Street)
TORONTO A6 M4T 1L9

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/17/2022   P   44,149 A $ 14.822 (2) 2,454,849 I (1) See footnote (1)
Common Stock 06/21/2022   P   171,851 A $ 15.409 (3) 2,626,700 I (1) See footnote (1)
Common Stock 07/01/2022   P   50,000 A $ 10.8533 (4) 2,676,700 I (1) See footnote (1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 25 06/09/2022   P   6,000     (5) 12/16/2022 Common Stock 600,000 $ 1.5196 (6) 13,700 I (1) See footnote (1)
Stock Option (Right to Buy) $ 25 06/24/2022   P   1,300     (5) 12/16/2022 Common Stock 130,000 $ 1.3403 (7) 15,000 I (1) See footnote (1)
Stock Option (Right to Buy) $ 25 07/15/2022   S     15,000   (5) 12/16/2022 Common Stock 1,500,000 $ 0.1307 (8) 0 I (1) See footnote (1)
Explanation of Responses:
1. These shares of Common Stock and stock options are held directly by Maple Rock Master Fund LP (the "Fund"). Maple Rock Capital Partners Inc. (the "Manager") serves as investment adviser to the Fund, and Xavier Majic is the Chief Investment Officer of the Manager.
2. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $14.70 to $14.96, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2).
3. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $15.13 to $15.835, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3).
4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $10.575 to $10.995, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4).
5. These stock options were immediately exercisable.
6. The price reported in Column 8 is a weighted average price. These stock options were purchased in multiple transactions at prices ranging from $1.35 to $1.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of options purchased at each separate price within the ranges set forth in this footnote (6).
7. The price reported in Column 8 is a weighted average price. These stock options were purchased in multiple transactions at prices ranging from $1.30 to $1.35, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of options purchased at each separate price within the ranges set forth in this footnote (7).
8. The price reported in Column 8 is a weighted average price. These stock options were sold in multiple transactions at prices ranging from $0.12 to $0.21, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of options sold at each separate price within the ranges set forth in this footnote (8).
/s/ Maple Rock Capital Partners Inc., By: /s/ Stephen D. Lane, Chief Financial Officer 08/17/2022
** Signature of Reporting Person Date
/s/ Xavier Majic 08/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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