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

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1. Name and Address of Reporting Person * Williams Rich   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 __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O GROUPON, INC., 600 WEST CHICAGO AVENUE, SUITE 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)   138,433 A $ 0 2,924,598 D   Common Stock 02/12/2019   F(2)   61,326 D $ 3.96 2,863,272 D   Common Stock 02/12/2019   A(1)   40,972 A $ 0 2,904,244 D   Common Stock 02/12/2019   F(2)   18,951 D $ 3.96 2,885,293 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

1,104,294

06/05/2020(4)

(4)

Common Stock

1,104,294

$ 0

1,104,294

D

Performance Share Units

(5)

02/12/2019

A

163,885

01/02/2020(6)

(6)

Common Stock

163,885

$ 0

163,885

D

Performance Share Units

(5)

02/12/2019

A

3,000,000

(7)

(7)

Common Stock

3,000,000

$ 0

3,000,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Williams Rich C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 400 CHICAGO, IL 60654	X		Chief Executive Officer

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 in five equal annual installments, starting on June 5, 2020, in each case subject to Mr. Williams' 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, and will vest in four equal annual installments beginning on January 2, 2020, in each case subject to Mr. Williams' continuous employment 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 Mr. Williams' continuous employment.

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