Item 1.01. Entry into a Material Definitive Agreement.

The information set forth below in Item 8.01 with respect to the Unwind Agreements is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.



On May 14, 2021, Groupon, Inc. (the "Company") closed its previously announced
repurchase of all $250.0 million outstanding aggregate principal amount of its
3.25% Convertible Senior Notes due 2022 (the "Notes") pursuant to the Note
Repurchase Agreement with A-G Holdings, L.P.

In connection with the closing of the repurchase of the Notes, on May 14, 2021,
the Company entered into unwind agreements (collectively, the "Unwind
Agreements") with each of Bank of America, N.A., JPMorgan Chase Bank, National
Association and Morgan Stanley & Co. LLC (collectively, the "Unwind Parties") to
unwind the hedge and warrant transactions entered into in connection with the
initial issuance of the Notes. In connection with the Unwind Agreements, the
Company will receive approximately $1 million in the aggregate from the Unwind
Parties.

The description of the Unwind Agreements is not complete and is qualified in its
entirety by reference to the Form of Unwind Agreement, which is attached hereto
as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


      Exhibit No.                   Description
      10.1                            Form of Unwind Agreement
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

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