Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jeremy Herauf has been appointed as the Chief Accounting Officer of Groupon,
Inc. (the "Company"), effective April 12, 2021. Mr. Herauf will replace Manju
Gangadharan, who notified the Company on March 30, 2021 of his decision to
resign as Chief Accounting Officer in order to pursue a new opportunity. Mr.
Gangadharan's resignation will be effective April 9, 2021 and is unrelated to
any disagreement with the Company.
Mr. Herauf, age 42, has served as the Company's Vice President, Global Corporate
Controller since February 2020. He previously served in various roles at the
Company including as Senior Director, International Controller from May 2019 to
January 2020, Senior Director, EMEA Controller from February 2018 to April 2019,
Senior Director, SEC Reporting and Accounting Policy and Head of EMEA Accounting
from June 2017 to January 2018, Director / Senior Director, SEC Reporting and
Accounting Policy from April 2013 to May 2017. Prior to joining the Company, Mr.
Herauf held various positions at KPMG, a public accounting firm.
In connection with his appointment, Mr. Herauf will receive an annual base
salary of $290,000 and will be eligible for an annual performance bonus with a
target amount of 40% of base salary and a one-time cash bonus of $150,000
(subject to clawback if his employment terminates prior to April 15, 2022). In
addition, Mr. Herauf will receive an award of restricted stock units ("RSUs")
under the Groupon, Inc. 2011 Incentive Plan, as amended, with an aggregate value
of $200,000. The actual number of RSUs will be calculated using the average
closing price of the Company's common stock in April 2021. Mr. Herauf's RSU
award will vest in two equal installments over a 2-year period, beginning on
March 20, 2022, and is subject to approval by the Compensation Committee.
There are no family relationships between Mr. Herauf and any of the directors or
executive officers of the Company, and there are no transactions in which Mr.
Herauf has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Herauf and any other person
pursuant to which Mr. Herauf was appointed as an officer of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


      Exhibit No.                   Description
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

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