8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2012

GROUPON, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-35335 (Commission File Number) 27-0903295 (I.R.S. Employer Identification No.)

600 West Chicago Avenue Suite 620 Chicago, Illinois  (Address of principal executive offices) 60654 (Zip Code)

(312) 676-5773

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2012, Groupon, Inc. ("the Company") appointed Kal Raman, age 44, as its SVP, Global Sales and Operations.  Mr. Raman joined the Company in May 2012 as its SVP, Americas.  Mr. Raman previously worked for Ebay, Inc., first as a consultant from December 2011 to March 2012 and then as VP, Global Fulfillment from April 2012 to April 2012.  Prior to that, Mr. Raman was the CEO of KUE Digital, a company that was wholly owned by Knowledge Universe Education LLC, from October 2006 to February 2007, and then KUE Digital was subsequently renamed and incorporated as Global Scholar, an enterprise education software company, in February 2007 and Mr. Raman served as the CEO of Global Scholar from its inception until September 2011.  Mr. Raman then served as a consultant to Global Scholar from September 2011 until February 2012.  Mr. Raman has also served as CEO of Drugstore.com and as an executive at Amazon.com, Inc. earlier in his career.

Mr. Raman entered into an employment agreement with the Company on April 19, 2012 when he was hired as the Company's SVP, Americas. The agreement has not been amended in connection with his promotion to SVP, Global Sales and Operations and the material terms are as follows:

Base Salary and Bonus. Mr. Raman will receive an annual base salary of $450,000, subject to annual review. He will also be eligible for an annual bonus under the Company's Incentive Plan with a target amount of 100% of his base salary, prorated for his period of employment in 2012. The Company's Compensation Committee has determined that, for the Company's executive officers, eligibility for the bonus will be conditioned upon the Company's achievement of a minimum Consolidated Segment Operating Income ("CSOI") amount for 2012. If the CSOI target is achieved, then the Committee will determine, in its sole discretion, the amount of the bonus by reference to the following measures: revenue growth, customer satisfaction, employee satisfaction, merchant satisfaction, and revenue from sources other than daily deals. Mr. Raman will also receive a signing/relocation bonus of $400,000, paid in two equal installments, 30 days and six months after his start date.

Restricted Stock Units (Vesting Over Four Years). Mr. Raman received an equity award of 600,000 restricted stock units (RSUs) that will vest over four years. 25% will vest on the one year anniversary of his employment, and 1/16th will vest in each of the subsequent quarters, subject to his continued employment at each vesting date.

Severance Terms. If Mr. Raman's employment with the Company is terminated for good reason, the Company will pay Mr. Raman his base salary and health care premiums for a period of six months from the date of termination, and Mr. Raman will receive his base salary, any earned bonus, and benefits through the date of termination. If a change in control of the Company occurs within three months prior to, or twelve months after, a termination for good reason, Mr. Raman shall be entitled to immediate vesting of any unvested RSUs from prior grants.

Other Benefits. Mr. Raman will be eligible to participate in the benefit programs generally available to senior executives of the Company. The Company will also reimburse expenses associated with relocation, including temporary housing for up to six months.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Company has also entered into its standard form indemnification agreement with Mr. Raman, which is filed as Exhibit 10.27 to the Company's Registration Statement on Form S-1, file no. 333-174661 and is incorporated by reference herein.

Mr. Raman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

     (d)Exhibits:

Exhibit No.	Description
10.1 99.1	Offer letter between Groupon, Inc. and Kal Raman Press Release dated August 6, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GROUPON, INC.
Dated: August 6, 2012	By:	/s/ Jason E. Child
	Name:	Jason E. Child
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1 99.1	Offer letter between Groupon, Inc. and Kal Raman Press Release dated August 6, 2012

EX-10.1

Exhibit 10.1

April 19, 2012

Kalyanaraman Srinivasan (Kal Raman)

11828, NE 41st lane,

Kirkland, WA 98033

Via E-mail

Dear Kal:

This revised offer letter supersedes the original offer letter dated April 13, 2012.

Groupon, Inc. (the “Company”) is excited to offer you a full-time position as Senior Vice President, Americas, reporting to Andrew Mason in Chicago, Illinois. The terms of the offer are detailed below. Please be aware that this offer is contingent upon all of the following:

• your relocation to Chicago within one year of your start date;

• your ability to provide appropriate proof of your identity and eligibility to work in the United States;

• your execution of the Company's Employee Innovations and Proprietary Rights Assignment Agreement (“EIPRAA”), a copy of which is enclosed; and

• your returning a signed copy of this letter to the Company

• the approval of the Compensation Committee of the terms and conditions of this offer.

Compensation

• Base Salary. Your annualized base salary will be four hundred fifty thousand dollars ($450,000), less withholdings and deductions. Groupon utilizes a semi-monthly payroll (24 pay periods per year).The base salary will be subject to an annual review.

• Annual Incentive Compensation.  You will be eligible to participate in the annual incentive compensation program for Groupon's senior executives in accordance with the provisions of such program, as amended from time to time. If no such program is established, you will be eligible for a discretionary performance bonus, as determined by the Compensation Committee of the Board of Directors.  For calendar year 2012, your target bonus will be 100% of your eligible base salary earned in 2012.

• Signing Bonus/Relocation Expenses. You will receive a lump sum bonus of $400,000, $200,000 of which will be paid within 30 days of your start date and $200,000 which will be paid in the first payroll after your 6^th month anniversary.

• Restricted Stock Units. Contingent upon the satisfaction of all contingencies set forth above and upon approval of the Compensation Committee of the Board of Directors, you will be granted a Restricted Stock Unit Award (RSU) pursuant to the Company's 2011 Stock Plan for 600,000 units. The RSUs will vest as follows: 25% will vest on the first anniversary of your date of hire and 1/16^th will vest in each of the subsequent twelve quarters, conditioned upon your continuous employment with Groupon as of each applicable vesting date. The awards will be subject to the terms of the 2011 Incentive Plan and a Notice of Grant and Grant Agreement that you will be required to sign as a condition of receiving the awards.

• Groupon will provide corporate housing for six (6) months from your date of hire. Groupon will endeavor to accommodate your request that the location be within reasonable walking distance to the office as well as to contain a gym. Groupon will also reimburse you for economy air travel between Chicago and Seattle as necessary.

• Groupon will arrange and cover the expenses associated with the transportation of your household goods from the Seattle to Chicago; to include packing, shipping, insurance, up to two months storage, and unpacking services.

• Groupon reserves the right to modify the terms of your compensation in the future.

Benefits

• Regular full-time employees are eligible for medical, dental, vision, short term disability, long term disability, life insurance, flexible spending coverage, time off benefits and Groupon's 401(k) plan on the 1^st of the month following the date of hire. Participation in any benefit program is subject at all times to the terms of any applicable plan or policy.

• Groupon reserves the right to modify, change, or cease these benefits or begin new benefits in the future.

Rights upon Termination

• If your employment with Groupon is terminated for Good Reason (as defined below), you will be entitled to your base salary, earned bonus, if paid on or before the date of termination, and benefits through the date of termination. In addition, provided that you sign a customary form of full general release prepared by or reasonably acceptable to Groupon, releasing all claims, known or unknown, that you may have against Groupon or its officers, directors, employees and affiliated companies, arising out of or in any way related to your employment or termination of employment with Groupon and such release has become effective in accordance with its terms before the sixtieth (60^th) day following the date of your termination of employment for Good Reason, and for so long as you continue to comply with your obligations under the enclosed EIPRAA, you will be entitled to receive the following “Severance Benefits”:

1) subject to compliance with Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder, continued payment of your base salary (as in effect prior to any reduction constituting Good Reason), less applicable withholdings, in accordance with Groupon's normal payroll procedures for a period of six (6) months following your termination of employment, which payments shall begin on the first regular payroll date occurring on or after the sixtieth (60^th) day following the employment termination date, and the initial payment shall include that portion of the payments that would otherwise have been payable on Groupon's regular payroll dates occurring between the date of your termination of employment and such initial payment date; and

2) if you elect to receive continued health care coverage pursuant to the provisions of COBRA, Groupon will reimburse you for the premiums paid by you to purchase COBRA health care continuation coverage for you and your covered dependents under any Company provided medical, dental, and/or vision plan in which you and your covered dependents participate, until the first to occur of the date on which you become eligible for health care coverage under another employer's plan(s) or the date six (6) months following your termination of employment for Good Reason from Groupon.

For purposes of this letter, a termination of your employment for “Good Reason” occurs if you terminate your employment for any of the following reasons: (i) there is a significant reduction in your base salary; (ii) there is a material reduction in your duties or responsibilities without your consent; (iii) Groupon requires you to relocate more than 50 miles from Groupon's Chicago, Illinois office location without your consent; or (iv) the intentional material breach by Groupon of any provision of this letter agreement where such breach continues or is not cured (if curable) for more than thirty (30) days after written notice from you to the Company specifying the nature of such breach. Your resignation from your employment with Groupon shall not be treated as for Good Reason unless you have provided written notice to Groupon of the existence of a condition constituting Good Reason within thirty (30) days following its initial occurrence, Groupon has failed to correct such condition within thirty (30) days following its receipt of such

notice, and you terminate employment with Groupon within ninety (90) days following the initial occurrence of such condition.

In the event that a Change in Control (as defined in the Groupon, Inc. 2011 Incentive Plan) occurs within three (3) months following the date of a termination of your employment with Groupon for which a Termination for Good Reason (as defined above) applies or if the date of a termination of your employment with Groupon for which a Termination for Good Reason applies occurs within twelve (12) months following the date of a Change in Control, then, subject to your effective release of claims as described above and for so long as you continue to comply with the EIPRAA, you shall be entitled to immediate vesting in full and at once of the unvested portion of any RSUs granted to you pursuant to the Groupon, Inc. 2011 Incentive Plan, subject to compliance with Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder, in addition to the severance benefits described in paragraphs numbered 1 and 2 above.

At-Will Employment

At all times, your employment at the Company will be “at will,” which means either you or the Company may end the relationship at any time, for any reason or no reason at all and with or without notice.In addition, the Company reserves the right to modify your position, duties and reporting relationship to meet business needs and to use its managerial discretion in deciding on appropriate discipline. However, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.If you accept our offer, you represent and warrant that: (i) you are under no contractual commitments inconsistent with your obligations to the Company, and (ii) you will not bring to the Company's offices, or use or disclose, any confidential information belonging to any third party that the Company would not have the right to use without restriction. At all times, you will be subject to all of the Company's policies, procedures and practices, including those in any employee handbook. You also agree that while employed by the Company, you will not engage in any employment, business or activity that may conflict with your employment at the Company without our written consent nor will you assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any of its employees.

Start Date

The Start Date of your employment with the Company under the terms set forth in this offer letter will be mutually agreed between you and the Company and is expected to be within 30 days of the date of this offer letter. On that date, you will be required to provide us with proof of identity and authorization to work in the United States. Please refer to page 5 of http://www.uscis.gov/files/form/i-9.pdf for a complete list of eligible documentation.

Complete Agreement

This letter, including the enclosed EIPRAA, constitutes the entire agreement between you and the Company relating to this subject matter, and any representations that may have been made to you that are not contained in this letter are superseded by this offer, and the terms of this letter agreement can only be modified by a writing signed by you and a duly authorized representative of the Company. The employment terms set forth in this letter and your obligations under the EIPRAA will not be effective until all of the conditions set forth in this letter have been met and you commence employment in the United States.

To indicate your acceptance of the Company's offer on the terms and conditions set forth in this letter agreement, please sign and date in the space provided below and return it to me.

We hope your employment with the Company will prove mutually rewarding, and we look forward to having you join us. Thank you and Congratulations!

Sincerely,

/s/ Brian Schipper

Brian Schipper

Senior Vice President, Human Resources

Groupon, Inc.

***

I have read this letter agreement in its entirety, and agree to and accept the terms and conditions of employment stated above.

Dated:     May 7, 2012                /s/ Kal Raman                            

Kalyanaraman Srinivasan (Kal Raman)

EX-99.1

Exhibit 99.1

Groupon Promotes Kal Raman SVP, Global Sales and Operations

CHICAGO - (BUSINESS WIRE)- Groupon (NASDAQ: GRPN) today announced that it has promoted Kal Raman to SVP, Global Sales and Operations, combining the company's sales and operations worldwide under one leadership. Raman will continue to oversee the Americas region and now adds EMEA and APAC regions, with Veit Dengler, SVP of International, reporting into him. Raman was previously SVP, Americas and will remain based in Chicago.

About Groupon

Groupon (NASDAQ: GRPN) launched in November 2008 in Chicago, features a daily deal on the best stuff to do, eat, see and buy in 48 countries around the world. Groupon uses collective buying power to offer huge discounts and provide a win-win for businesses and consumers, delivering more than 1,000 daily deals globally. To subscribe for the best deals in your city, visit http://www.groupon.com. To learn how to become a featured business, visit http://www.grouponworks.com.

Forward-Looking Statements

This announcement contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, the factors included under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company's Annual Report on Form 10-K, and the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations website at http://investor.groupon.com or the SEC's website at www.sec.gov. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this press release to conform these statements to actual results or to changes in our expectations.

Press Contact:

Groupon

Julie Mossler

312.242.2033

Julie@groupon.com

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