FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dvorak Kerrie
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/20/2021 

3. Issuer Name and Ticker or Trading Symbol

Groupon, Inc. [GRPN]
(Last)        (First)        (Middle)

600 W CHICAGO AVE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Interim CAO /
(Street)

CHICAGO, IL 60654      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1075 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units 11/20/2021  (1)Common Stock 1539.0  (2)D  
Restricted Stock Units 5/20/2022  (3)Common Stock 1848.0  (2)D  
Restricted Stock Units 6/5/2022  (4)Common Stock 237.0  (2)D  

Explanation of Responses:
(1) 1,026 RSUs reported on this line will vest on November 20, 2021 and 513 RSUs will vest on March 20, 2022, in each case subject to Ms. Dvorak's continued employment with the Company through each vesting date.
(2) Each restricted stock unit represents a contingent right to receive one share of Common Stock.
(3) The RSUs reported on this line vest in two equal installments on May 20, 2022 and May 20, 2023, subject to Ms. Dvorak's continued employment with the Company through each vesting date.
(4) The RSUs reported on this line vest on June 5, 2022, subject to Ms. Dvorak's continued employment with the Company through the vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Dvorak Kerrie
600 W CHICAGO AVE
CHICAGO, IL 60654


Interim CAO

Signatures
/s/ Erin G. Stone9/30/2021
**Signature of Reporting PersonDate

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