Form SC 13D/A Groupon, Inc. Filed by: MIG Capital, LLC

April 5, 2021 4:32 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

GROUPON, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

399473206

(CUSIP Number)

Peter Ashby
Chief Compliance Officer and Chief Operating Officer
MIG Capital, LLC

660 Newport Center Drive, Suite 1300
Newport Beach, CA 92660
(949) 474-5800

 

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 31, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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).

 

CUSIP No. 399473206

  1   NAME OF REPORTING PERSON  
         
        MIG Master Fund, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,318,855  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,318,855  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,318,855  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 399473206

  1   NAME OF REPORTING PERSON  
         
        MIG Capital Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,318,855  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,318,855  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,318,855  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 399473206

 

  1   NAME OF REPORTING PERSON  
         
        MIG Capital, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,358,172  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,358,172  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,358,172  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO, IA  

  

4

CUSIP No. 399473206

 

  1   NAME OF REPORTING PERSON  
         
        Richard P. Merage  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,358,172  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,358,172  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,358,172  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN, HC  

  

5

CUSIP No. 399473206

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The shares of Common Stock purchased by MIG Master Fund and held in a certain account managed by MIG Capital (the “MIG Account”) were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,318,855 shares of Common Stock beneficially owned by MIG Master Fund is approximately $65,893,417, including brokerage commissions. The aggregate purchase price of the 39,317 shares of Common Stock held in the MIG Account is approximately $922,437, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)       The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 28,988,465 shares of Common Stock outstanding as of February 22, 2021, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2021.

As of the date hereof, MIG Master Fund directly beneficially owned 1,318,855 shares of Common Stock, constituting approximately 4.5% of the outstanding shares of Common Stock. MIG Advisors, as the general partner of MIG Master Fund, may be deemed to beneficially own the 1,318,855 shares of Common Stock owned by MIG Master Fund, constituting approximately 4.5% of the outstanding shares of Common Stock.

As of the date hereof, 39,317 shares of Common Stock were held in the MIG Account, constituting less than 1% of the outstanding shares of Common Stock.

MIG Capital, as the investment manager of MIG Master Fund and the MIG Account, may be deemed to beneficially own the 1,358,172 shares of Common Stock owned in the aggregate by MIG Master Fund and held in the MIG Account, constituting approximately 4.7% of the outstanding shares of Common Stock. Mr. Merage, as the Chief Executive Officer and Manager of each of MIG Advisors and MIG Capital, may be deemed to beneficially own the 1,358,172 shares of Common Stock owned in the aggregate by MIG Master Fund and held in the MIG Account, constituting approximately 4.7% of the outstanding shares of Common Stock.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective relationships to MIG Master Fund, each of MIG Master Fund, MIG Advisors, MIG Capital and Mr. Merage may be deemed to share the power to vote and dispose of the shares of Common Stock directly owned by MIG Master Fund.

6

CUSIP No. 399473206

By virtue of their respective relationships to the MIG Account, each of MIG Capital and Mr. Merage may be deemed to share the power to vote and dispose of the shares of Common Stock held in the MIG Account.

(c)       The transactions in the securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Schedule A annexed hereto and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e)       As of March 9, 2021, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock of the Issuer.

7

CUSIP No. 399473206

SIGNATURE

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.

Date: April 5, 2021 MIG MASTER FUND, L.P.
   
  By:

MIG Capital Advisors, LLC

General Partner

     
  By:

/s/ Richard P. Merage

    Name: Richard P. Merage
    Title: Chief Executive Officer and Manager

 

 

  MIG CAPITAL ADVISORS, LLC
   
  By:

/s/ Richard P. Merage

    Name: Richard P. Merage
    Title: Chief Executive Officer and Manager

 

 

  MIG CAPITAL, LLC
   
  By:

/s/ Richard P. Merage

    Name: Richard P. Merage
    Title: Chief Executive Officer and Manager

 

 

   
   
 

/s/ Richard P. Merage

  RICHARD P. MERAGE

 

8

CUSIP No. 399473206

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

Security

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

 

MIG MASTER FUND, L.P.

Common Stock 1,569 37.1025 02/23/2021
Common Stock 1,329 37.5118 02/23/2021
Common Stock 17,695 37.3587 02/23/2021
Common Stock 778 37.8473 02/24/2021
Common Stock 6,562 38.0248 02/24/2021
Common Stock 48,614 37.9161 02/24/2021
Common Stock 34,030 37.5703 02/24/2021
Common Stock 15,287 37.9035 02/24/2021
Common Stock 16,111 37.8923 02/24/2021
Common Stock 33,325 37.9064 02/25/2021
Common Stock (7,691) 60.0929 03/03/2021
Common Stock (15,696) 59.9595 03/03/2021
Common Stock (20,426) 61.1158 03/03/2021
Common Stock (36,702) 61.1617 03/03/2021
Common Stock (7,431) 61.1488 03/03/2021
Common Stock (14,164) 60.9910 03/03/2021
Common Stock (38,317) 63.1165 03/05/2021
Common Stock (3,478) 62.9760 03/08/2021
Common Stock (13,670) 63.0299 03/09/2021
Common Stock (23,423) 48.2409 03/29/2021
Common Stock (12,762) 48.2605 03/30/2021
Common Stock (17,288) 48.0289 03/30/2021
Common Stock (24,539) 49.3145 03/31/2021
February 19, 2021 Call Option ($38.00 Strike Price)* (2,139) 0.7445 02/16/2021
March 19, 2021 Call Option ($38.00 Strike Price) 2,139 3.7490 02/16/2021
March 19, 2021 Call Option ($38.00 Strike Price) (1,069) 4.4696 02/26/2021
March 19, 2021 Call Option ($38.00 Strike Price) (263) 21.5621 03/02/2021
March 19, 2021 Call Option ($38.00 Strike Price) (807) 21.7538 03/03/2021

* Sold short.

 

CUSIP No. 399473206

MIG CAPITAL, LLC
(Through the MIG Account)

Common Stock 45 37.1026 02/23/2021
Common Stock 38 37.5118 02/23/2021
Common Stock 505 37.3587 02/23/2021
Common Stock 22 37.8474 02/24/2021
Common Stock 187 38.0248 02/24/2021
Common Stock 1,386 37.9161 02/24/2021
Common Stock 970 37.5703 02/24/2021
Common Stock 436 37.9035 02/24/2021
Common Stock 459 37.8923 02/24/2021
Common Stock 952 37.9064 02/25/2021
Common Stock (3,333) 44.5237 03/01/2021
Common Stock (205) 60.0929 03/03/2021
Common Stock (418) 59.9595 03/03/2021
Common Stock (548) 61.1158 03/03/2021
Common Stock (968) 61.1617 03/03/2021
Common Stock (196) 61.1488 03/03/2021
Common Stock (373) 60.9910 03/03/2021
Common Stock (1,027) 63.1165 03/05/2021
Common Stock (93) 62.9760 03/08/2021
Common Stock (367) 63.0299 03/09/2021
Common Stock (618) 48.2409 03/29/2021
Common Stock (338) 48.2605 03/30/2021
Common Stock (458) 48.0289 03/30/2021
Common Stock 3,241 50.4122 04/01/2021
February 19, 2021 Call Option ($38.00 Strike Price)* (61) 0.7445 02/16/2021
March 19, 2021 Call Option ($38.00 Strike Price) 61 3.7490 02/16/2021
March 19, 2021 Call Option ($38.00 Strike Price) (31) 4.4696 02/26/2021
March 19, 2021 Call Option ($38.00 Strike Price) (7) 21.5621 03/02/2021
March 19, 2021 Call Option ($38.00 Strike Price) (23) 21.7538 03/03/2021

 


* Sold short.



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