Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 8.01 of this Current Report on Form 8-K under the heading "Additional Capped Call Transactions" is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


  The information contained in Item 8.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 8.01 of this Current Report on Form 8-K under the heading "Option Notes" is incorporated herein by reference.

Item 8.01. Other Events.

Option Notes



  On April 5, 2021, Groupon, Inc. (the "Company") was notified by the initial
purchasers of the 1.125% Convertible Senior Notes due 2026 (the "Notes") under
the previously announced private offering, which closed on March 25, 2021, of
the exercise in full of their option to purchase an additional $30.0 million in
aggregate principal amount of the Notes (the "Option Notes"). On April 6, 2021,
the Company closed on the issuance of the Option Notes to the initial
purchasers. The Option Notes have the same terms, and are issued under the same
indenture, as the Notes issued on March 25, 2021. For additional information
regarding the terms of the Option Notes and the related indenture, see the
information set forth under the heading "Indenture and Notes" in Item 1.01 of
the Company's Current Report on Form 8-K filed on March 25, 2021, which
information is incorporated herein by reference.

The net proceeds from the sale of the Option Notes were approximately $29.1
million, after deducting the initial purchasers' discount. The Company used
approximately $3.6 million of the net proceeds to pay the cost of the Additional
Capped Call Transactions (as defined below). The Company intends to use the
remainder of the net proceeds from the issuance of the Notes (including the
Option Notes), together with cash on hand, to repay or repurchase, at or prior
to maturity, all of the Company's outstanding $250,000,000 aggregate principal
amount of 3.25% Convertible Senior Notes due April 2022 and, if applicable,
unwind the related hedge and warrant transactions.

The Option Notes were issued to the initial purchasers in reliance upon Section
4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in
transactions not involving any public offering. The Option Notes were resold by
the initial purchasers to persons whom the initial purchasers reasonably believe
are "qualified institutional buyers," as defined in, and in accordance with,
Rule 144A under the Securities Act. Any shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock") that may be issued upon
conversion of the Option Notes will be issued in reliance upon Section 3(a)(9)
of the Securities Act as involving an exchange by the Company exclusively with
its security holders.

Additional Capped Call Transactions



In connection with the initial purchasers' exercise of their option to purchase
the Option Notes, on April 5, 2021, the Company entered into additional
privately negotiated capped call transactions (the "Additional Capped Call
Transactions") with each of Barclays Bank PLC (with Barclays Capital Inc. acting
as agent), BNP Paribas and Mizuho Markets Americas LLC (with Mizuho Securities
USA LLC acting as agent) (collectively, the "Option Counterparties"). The
Additional Capped Call Transactions cover, subject to customary adjustments, the
number of shares of Common Stock initially underlying the Option Notes. The
Additional Capped Call Transactions are

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expected generally to reduce potential dilution to the Company's Common Stock
upon any conversion of Option Notes and/or offset any cash payments the Company
is required to make in excess of the principal amount of converted Option Notes,
with such reduction and/or offset subject to a cap initially equal to $104.80
(which represents a premium of 100% over the last reported sale price of the
Company's Common Stock on The Nasdaq Global Select Market on March 22, 2021),
subject to certain adjustments under the terms of the Additional Capped Call
Transactions. The cost of the Additional Capped Call Transactions was
approximately $3.6 million.

The Additional Capped Call Transactions are separate transactions, each between
the Company and the applicable Option Counterparty, and are not part of the
terms of the Option Notes and will not affect any holder's rights under the
Option Notes or the Indenture. Holders of the Option Notes will not have any
rights with respect to the Additional Capped Call Transactions.

The foregoing description is qualified in its entirety by reference to the text
of the form of confirmation for the Additional Capped Call Transactions, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


      Exhibit No.                   Description
                                      Form of Capped Call Confirmation

(incorporated by reference to


                                    the Company's Current Report on Form

8-K filed on March 25,


      10.1                          2021)
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

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