Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

Names of Reporting Persons

Eric P. Lefkofsky (the “Reporting Person”)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

United States    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

51,742,245 shares of Common Stock, $0.0001 par value per share (the “Common Stock”) (1)    

Shared Voting Power

31,234,594 shares of Common Stock (2)    

Sole Dispositive Power

51,742,245 shares of Common Stock (1)    

Shared Dispositive Power

31,234,594 shares of Common Stock (2)    

Aggregate Amount Beneficially Owned by Each Reporting Person

82,976,839 shares of Common Stock (1)(2)    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐    

Percent of Class Represented by Amount in Row (9)

14.6% (1)(2)(3)    

Type of Reporting Person (See Instructions)

IN    

Includes 59,454 shares of Common Stock issuable pursuant to Deferred Stock Units (“DSUs”) awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Common Stock of Groupon, Inc. (the “Issuer”) (or, in the sole discretion of the Issuer’s Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a director of the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer’s Board of Directors and any committees thereof. The DSUs are immediately vested. Also includes 10,150,400 shares of Common Stock held of record by the Lefkofsky Family 2016 GRAT, of which Mr. Lefkofsky is the sole trustee, and 40,000,000 shares of Common Stock held of record by the Lefkofsky Family 2018 GRAT, of which Mr. Lefkofsky is the sole trustee. Does not include an aggregate of 37,878 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors.

Includes 31,234,594 shares of Common Stock held of record by Green Media, LLC, an entity owned by the Reporting Person (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). The Reporting Person shares voting and investment control with respect to the shares held by Green Media, LLC.

The approximate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person is based upon 569,084,312 shares of Common Stock outstanding as of December 31, 2018.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Includes 59,454 shares of Common Stock issuable pursuant to DSUs awarded to the Reporting Person under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Common Stock of the Issuer (or, in the sole discretion of the Issuer’s Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a director of the Issuer. The Reporting Person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer’s Board of Directors and any committees thereof. The DSUs are immediately vested. Also includes 10,150,400 shares of Common Stock held of record by the Lefkofsky Family 2016 GRAT, of which Mr. Lefkofsky is the sole trustee, and 40,000,000 shares of Common Stock held of record by the Lefkofsky Family 2018 GRAT, of which Mr. Lefkofsky is the sole trustee. Does not include an aggregate of 37,878 unvested restricted stock units previously granted to the Reporting Person for service on the Issuer’s Board of Directors.

Includes 31,234,594 shares of Common Stock held of record by Green Media, LLC, an entity owned by the Reporting Person (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). The Reporting Person shares voting and investment control with respect to the shares held by Green Media, LLC.

The approximate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person is based upon 569,084,312 shares of Common Stock outstanding as of December 31, 2018.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification