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