0000950103-17-005797.txt : 20170615 0000950103-17-005797.hdr.sgml : 20170615 20170615180136 ACCESSION NUMBER: 0000950103-17-005797 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170613 FILED AS OF DATE: 20170615 DATE AS OF CHANGE: 20170615 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings GP, LLC CENTRAL INDEX KEY: 0001671120 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914440 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Group, Inc. CENTRAL INDEX KEY: 0001671122 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914441 BUSINESS ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 40 MORRIS AVENUE CITY: BRYN MAWR STATE: PA ZIP: 19010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners, L.P. CENTRAL INDEX KEY: 0001671185 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914442 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atairos Partners GP, Inc. CENTRAL INDEX KEY: 0001671176 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914443 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A-G Holdings, L.P. CENTRAL INDEX KEY: 0001671119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914444 BUSINESS ADDRESS: STREET 1: 40 MORRIS ROAD CITY: BRYN MAWR STATE: PA ZIP: 19010 BUSINESS PHONE: 646-690-5252 MAIL ADDRESS: STREET 1: 620 FIFTH AVENUE STREET 2: ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Angelakis Michael J CENTRAL INDEX KEY: 0001393014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 17914439 MAIL ADDRESS: STREET 1: DUKE ENERGY CORPORATION STREET 2: 550 SOUTH TRYON STREET - DEC45A CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 dp77364_angelakis.xml FORM 4 X0306 4 2017-06-13 0 0001490281 Groupon, Inc. GRPN 0001671119 A-G Holdings, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 1 0 0 1 See Remarks 0001671176 Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS ROAD BRYN MAWR, PA 19010 0 0 0 1 See Remarks 0001671185 Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS ROAD BRYN MAWR, PA 19010 0 0 0 1 See Remarks 0001671122 Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS ROAD BRYN MAWR, PA 19010 0 0 0 1 See Remarks 0001671120 A-G Holdings GP, LLC C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS ROAD BRYN MAWR, PA 19010 0 0 0 1 See Remarks 0001393014 Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P., 40 MORRIS ROAD BRYN MAWR, PA 19010 1 0 0 1 See Remarks Class A Common Stock 2017-06-13 4 A 0 48701 0.0000 A 91804 I See Footnote This Form 4 is being filed by more than one Reporting Person. The reported shares underlie restricted stock units granted to Michael J. Angelakis in his capacity as a director of the Issuer. Mr. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P., which is the sole voting shareholder of Atairos Group, Inc. Atairos Group, Inc. is the sole limited partner of A-G Holdings, L.P. and sole member and manager of A-G Holdings GP, LLC, which is the general partner of A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. 100% of the restricted stock units granted on June 13, 2017 will vest on June 13, 2018, subject to Mr. Angelakis' continued service as a director of the Issuer through the vesting date. By virtue of the voting agreement, dated as of April 4, 2016, by and among A-G Holdings, L.P., the Issuer, Eric Lefkofsky, Bradley Keywell, New Enterprise Associates 12, Limited Partnership and certain of their respective affiliates (collectively, other than A-G Holdings, L.P. and the Issuer, the "Shareholders"), the Reporting Persons and the Shareholders may be deemed to be members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, that, in the aggregate, beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The number of securities of the Issuer beneficially owned by the Reporting Persons as reported herein does not include the holdings of any Shareholders. No Reporting Person has any pecuniary interest in the securities of the Issuer owned by the Shareholders. By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 2017-06-15 By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 2017-06-15 By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President 2017-06-15 By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Vice President 2017-06-15 By: A-G HOLDINGS, L.P., by A-G HOLDINGS GP, LLC, its general partner, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Vice President 2017-06-15 By: /s/ David L. Caplan, Attorney-in-Fact 2017-06-15