Edgar Filing: Angelakis Michael J

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â A-G Holdings, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2016

3. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [GRPN]

(Last)

(First)

(Middle)

C/O ATAIROS MANAGEMENT, L.P.,Â 40 MORRIS ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BRYN MAWR,Â PAÂ 19010

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3.25% Senior Convertible Notes due 2022 ⁽¹⁾	Â ⁽²⁾	Â ⁽²⁾	Class A Common Stock	46,296,300 ⁽³⁾	$ 5.4 ⁽⁴⁾	I	See Footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
A-G Holdings, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â X	Â	Â	See Remarks
Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â	Â	Â	See Remarks
Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â	Â	Â	See Remarks
Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â	Â	Â	See Remarks
A-G Holdings GP, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â	Â	Â	See Remarks
Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR,Â PAÂ 19010	Â X	Â	Â	See Remarks

Signatures

By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President		04/14/2016
^**Signature of Reporting Person		Date
By: ATAIROS PARTNERS L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President		04/14/2016
^**Signature of Reporting Person		Date
By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel		04/14/2016
^**Signature of Reporting Person		Date
By: A-G HOLDINGS GP, LLC, by ATAIROS GROUP, INC., its sole member and manager, by /s/ David L. Caplan, Authorized Signatory		04/14/2016
^**Signature of Reporting Person		Date
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, Authorized Signatory		04/14/2016
^**Signature of Reporting Person		Date
By: /s/ Michael J. Angelakis		04/14/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 3 is being filed by more than one Reporting Person. A-G Holdings, L.P. directly beneficially owns the reported securities. A-G Holdings GP, LLC is the general partner of A-G Holdings, L.P. Atairos Group, Inc. is the sole member and manager of A-G Holdings GP, LLC and sole limited partner of A-G Holdings, L.P. Atairos Partners L.P. is the sole voting shareholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. and serves on the board of directors of the Issuer. Each of A-G Holdings GP, LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc. and Mr. Angelakis may be deemed to have beneficial ownership of the reported securities directly owned by A-G Holdings, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(2)	The aggregate principal amount of the reported securities is $250,000,000, and such reported securities are convertible at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, subject to earlier conversion or redemption in accordance with their terms.
(3)	Upon conversion of the reported securities, the Issuer will deliver, at the Issuer's election, cash, shares of Class A common stock of the Issuer, par value $0.0001 per share ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the reported securities if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities. The initial conversion rate is subject to adjustment from time to time in accordance with the terms of an indenture, dated as of April 4, 2016, by and between the Issuer and U.S. Bank, National Association, as trustee.
(4)	The initial conversion rate of 185.1852 shares of Common Stock per $1,000 principal amount of the reported securities is equivalent to an initial conversion price of approximately $5.40 per share of Common Stock.
Â Remarks: ByÂ virtueÂ ofÂ theÂ votingÂ agreement,Â datedÂ asÂ ofÂ AprilÂ 4,Â 2016,Â byÂ andÂ amongÂ A-GÂ Holdings,Â L.P.,Â theÂ Issuer,Â EricÂ Lefkofsky,Â BradleyÂ Keywell,Â NewÂ EnterpriseÂ AssociatesÂ 12,Â LimitedÂ PartnershipÂ andÂ certainÂ ofÂ theirÂ respectiveÂ affiliatesÂ (collectively,Â otherÂ thanÂ A-GÂ Holdings,Â L.P.Â andÂ theÂ Issuer,Â theÂ "Shareholders"),Â theÂ ReportingÂ PersonsÂ andÂ theÂ ShareholdersÂ mayÂ beÂ deemedÂ toÂ beÂ membersÂ ofÂ aÂ groupÂ underÂ SectionÂ 13(d)Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amended,Â that,Â inÂ theÂ aggregate,Â beneficiallyÂ ownsÂ moreÂ thanÂ 10%Â ofÂ theÂ Issuer'sÂ outstandingÂ sharesÂ ofÂ CommonÂ Stock.Â TheÂ numberÂ ofÂ securitiesÂ ofÂ theÂ IssuerÂ beneficiallyÂ ownedÂ byÂ theÂ ReportingÂ PersonsÂ asÂ reportedÂ hereinÂ doesÂ notÂ includeÂ theÂ holdingsÂ ofÂ anyÂ Shareholders.Â NoÂ ReportingÂ PersonÂ hasÂ anyÂ pecuniaryÂ interestÂ inÂ theÂ securitiesÂ ofÂ theÂ IssuerÂ ownedÂ byÂ theÂ Shareholders.

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