SEC Form 4
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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X
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*
A-G Holdings, L.P.

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(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)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2021
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
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
3.25% Senior Convertible Notes due 2022(2)(3) (2)(3) 05/14/2021 D(1) 2,314,815(1) (2) (2) Class A Common Stock 2,314,815(2)(3) (1) 0 I See Footnote(4)
1. Name and Address of Reporting Person*
A-G Holdings, L.P.

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atairos Partners GP, Inc.

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atairos Partners, L.P.

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atairos Group, Inc.

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
A-G Holdings GP, LLC

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Angelakis Michael J

(Last) (First) (Middle)
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD

(Street)
BRYN MAWR PA 19010

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the repurchase (the "Repurchase") by the Issuer of the Issuer's 3.25% Senior Convertible Notes due 2022 (the "Notes") on May 14, 2021 (the "Closing Date") for an aggregate purchase price of $254,000,000, plus accrued and unpaid interest on the Notes through the Closing Date.
2. The aggregate principal amount of the Notes was $250,000,000. Prior to the Repurchase, the Notes were convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms. Upon conversion of the Notes, the Issuer would have been required to deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock.
3. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Issuer had elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 9.25926 shares of Common Stock per $1,000 principal amount of the reported securities (which is equivalent to a conversion price of approximately $108.00 per share of Common Stock). Prior to the Repurchase, the conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.
4. This Form 4 is being filed by more than one Reporting Person. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Remarks:
By virtue of the voting agreement, dated as of April 4, 2016 (and amended from time to time, the "Voting Agreement"), by and among A-G Holdings, L.P., the Issuer and certain other parties thereto (such other parties, collectively, the "Shareholders"), while the Voting Agreement was in effect, the Reporting Persons and the Shareholders who were bound by the Voting Agreement may have been deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock. The number of securities of the Issuer beneficially owned by the Reporting Persons as reported herein does not include the holdings of any Shareholders. No Reporting Person has any pecuniary interest in the securities of the Issuer owned by the Shareholders. In connection with the Repurchase, upon the Closing Date, the Reporting Persons ceased to be bound by the Voting Agreement. In addition, effective as of the Closing Date, Mr. Angelakis ceased serving as a member of the Issuer's board of directors.
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 05/14/2021
By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 05/14/2021
By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President 05/14/2021
By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Vice President 05/14/2021
By: A-G HOLDINGS, L.P., by A-G HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, 05/14/2021
By: Michael Angelakis, By: /s/ David L. Caplan, Attorney-in-Fact 05/14/2021
** 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).
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