Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Thomas Melissa
   2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [GRPN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CAO & Treasurer
(Last)
(First)
(Middle)
C/O GROUPON, INC., 600 W. CHICAGO AVE., STE 400		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2019
(Street)

CHICAGO, IL 60654		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 02/12/2019   A(1)   6,447 A $ 0 30,651 D  
Common Stock 02/12/2019   F(2)   2,231 D $ 3.96 28,420 D  
Common Stock 02/12/2019   A(1)   1,263 A $ 0 29,683 D  
Common Stock 02/12/2019   F(2)   437 D $ 3.96 29,246 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (3) 02/12/2019   A   75,920   06/05/2020   (4) Common Stock 75,920 $ 0 75,920 D  
Performance Share Units (5) 02/12/2019   A   3,789   01/02/2020   (6) Common Stock 3,789 $ 0 3,789 D  
Performance Share Units (5) 02/12/2019   A   486,708     (7)   (7) Common Stock 486,708 $ 0 486,708 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Thomas Melissa
C/O GROUPON, INC.
600 W. CHICAGO AVE., STE 400
CHICAGO, IL 60654		       CAO & Treasurer  

Signatures

 /s/ Erin G. Stone, by Power of Attorney   02/13/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Settlement of non-derivative performance share units for the one-year performance period ending December 31, 2018, granted under the Groupon, Inc. 2011 Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
(2) Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of performance share units. This is not an open market sale of securities.
(3) Each restricted stock unit represents a contingent right to receive one share of Common Stock.
(4) The restricted stock units reported on this line will vest 1/4 annually, starting on June 5, 2020, in each case subject to Ms. Thomas' continued employment as of the vesting date.
(5) Each performance share unit represents a contingent right to receive one share of Common Stock.
(6) The performance share units reported on this line were credited effective February 12, 2019 following certification of performance metrics applicable to the one-year performance period ending December 31, 2018. 2,526 shares will vest on January 2, 2020 and 1,263 shares will vest on January 2, 2021, in each case subject to Ms. Thomas' continuous employment with the Company as of the vesting date.
(7) Vesting of the performance share units reported on this line is contingent upon achievement of a performance metric based on the Company's stock price prior to the performance period end date of December 31, 2022. If earned, 100% of the performance share units will vest following certification of achievement of the relevant metric, subject to Ms. Thomas' continuous employment.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.