Form SCHEDULE 13D/A Groupon, Inc. Filed by: Barta Jan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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Groupon, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
JAN BARTA PALE FIRE CAPITAL SE, Zatecka 55/14 Josefov, Prague 1, 2N, 110 00 420-777-767-773 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pale Fire Capital SICAV a.s. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,180,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pale Fire Capital investicni spolecnost a.s. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,180,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pale Fire Capital SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,181,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Senkypl Dusan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,380,428.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Barta Jan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,181,070.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Groupon, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
35 W. WACKER, FLOOR 25, CHICAGO,
ILLINOIS
, 60601. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially owned directly by PFC SICAV were purchased with working capital. The aggregate purchase price of the 10,180,970 Shares beneficially owned by PFC SICAV is approximately $87,459,241, excluding brokerage commissions.
The Shares beneficially owned directly by Pale Fire Capital were purchased with working capital. The aggregate purchase price of the 100 Shares beneficially owned directly by Pale Fire Capital is approximately $1,982, excluding brokerage commissions.
Of the Shares directly owned by Mr. Senkypl, (i) 7,761 Shares were acquired upon the vesting of certain restricted stock units awarded to him in his capacity as a director of the Issuer, (ii) 437,500 Shares were acquired pursuant to the exercise of certain options awarded to him in connection with his initial appointment as the Issuer's Interim Chief Executive Officer (as further explained in Amendment No. 11 to the Schedule 13D), and (iii) 345,000 Shares were acquired upon the vesting of certain performance stock units ("PSUs") awarded to him in connection with his service as Chief Executive Officer of the Issuer (as further explained in Amendment No. 15 to the Schedule 13D). The Shares acquired pursuant to the exercise of the options were purchased with personal funds and have an aggregate purchase price of $2,625,000, excluding brokerage commissions. Mr. Senkypl also directly beneficially owns (i) 3,062,500 Shares underlying certain options awarded to him in connection with his initial appointment as the Issuer's Interim Chief Executive Officer that are exercisable within the next 60 days, (ii) 345,003 Shares underlying certain PSUs awarded to him in connection with his service as Chief Executive Officer of the Issuer that will vest within the next 60 days, and (iii) 1,594 Shares underlying certain deferred stock units ("DSUs") awarded to him in his capacity as a director of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,798,840 Shares outstanding as of April 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026, plus the number of Shares underlying (i) certain options exercisable by the Reporting Persons within the next 60 days, (ii) certain PSUs held by the Reporting Persons that will vest within the next 60 days, and (iii) certain DSUs held by the Reporting Persons, as applicable.
As of the date hereof, PFC SICAV directly beneficially owned 10,180,970 Shares, constituting approximately 26.2% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 10,180,970 Shares beneficially owned directly by PFC SICAV, constituting approximately 26.2% of the Shares outstanding.
As of the date hereof, Pale Fire Capital directly beneficially owned 100 Shares, constituting less than 1% of the Shares outstanding. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the 10,180,970 Shares beneficially owned directly by PFC SICAV, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 10,181,070 Shares, constituting approximately 26.2% of the Shares outstanding.
As of the date hereof, Mr. Senkypl directly beneficially owned 4,199,358 Shares (including (i) 3,062,500 Shares underlying certain options exercisable within the next 60 days, (ii) 345,003 Shares underlying certain PSUs that will vest within the next 60 days, and (iii) 1,594 Shares underlying certain DSUs), constituting approximately 9.9% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 10,181,070 Shares beneficially owned in the aggregate by Pale Fire Capital and PFC SICAV, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 14,380,428 Shares, constituting approximately 34.1% of the Shares outstanding.
As of the date hereof, Mr. Barta did not directly beneficially own any Shares. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the 10,181,070 Shares beneficially owned in the aggregate by Pale Fire Capital and PFC SICAV, constituting approximately 26.2% of the Shares outstanding.
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 Exchange Act, 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. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Other than as set forth in Item 6, no Reporting Person has entered into any transactions in securities of the Issuer during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
In May 2025, certain PSUs, each of which represents a contingent right to receive one Share, that were previously awarded to Mr. Senkypl vested, resulting in Mr. Senkypl receiving 109,250 Shares. In connection therewith, also in May 2025, Mr. Senkypl forfeited 5,750 PSUs pursuant to the terms of the CEO PSU Award Agreement (as defined in Amendment No. 15 to the Schedule 13D). In addition, in May 2025, Mr. Senkypl was awarded 5,750 PSUs, each of which represents a contingent right to receive one Share, which vest upon the Issuer's Compensation Committee's certification of certain performance metrics, provided Mr. Senkypl continues to serve through the certification date. These PSUs vested in March 2026.
In June 2025, certain PSUs, each of which represents a contingent right to receive one Share, that were previously awarded to Mr. Senkypl vested, resulting in Mr. Senkypl receiving 109,250 Shares. In connection therewith, also in June 2025, Mr. Senkypl forfeited 5,750 PSUs pursuant to the terms of the CEO PSU Award Agreement. In addition, also in June 2025, Mr. Senkypl was awarded 5,750 PSUs, each of which represents a contingent right to receive one Share, which vest upon the Issuer's Compensation Committee's certification of certain performance metrics, provided Mr. Senkypl continues to serve through the certification date. These PSUs vested in March 2026.
In August 2025, certain PSUs, each of which represents a contingent right to receive one Share, that were previously awarded to Mr. Senkypl vested, resulting in Mr. Senkypl receiving 109,250 Shares. In connection therewith, also in August 2025, Mr. Senkypl forfeited 5,750 PSUs pursuant to the terms of the CEO PSU Award Agreement. In addition, also in August 2025, Mr. Senkypl was awarded 5,750 PSUs, each of which represents a contingent right to receive one Share, which vest upon the Issuer's Compensation Committee's certification of certain performance metrics, provided Mr. Senkypl continues to serve through the certification date. These PSUs vested in March 2026. |
| 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.
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