UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Groupon, Inc.
(Name of Issuer)
Common Stock, par value US$0.0001 per share
(Title of Class of Securities)
399473107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 399473107 | |||
| 1. | Names of Reporting Persons Alibaba Group Holding Limited | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Cayman Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |
| 11. | Percent of Class Represented by Amount in Row (9) 0% | |
| 12. | Type of Reporting Person (See Instructions) CO | |
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| CUSIP No. 399473107 | |||
| 1. | Names of Reporting Persons Alibaba Group Treasury Limited | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |
| 11. | Percent of Class Represented by Amount in Row (9) 0% | |
| 12. | Type of Reporting Person (See Instructions) CO | |
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| CUSIP No. 399473107 | |||
| 1. | Names of Reporting Persons Des Voeux Investment Company Limited | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |
| 11. | Percent of Class Represented by Amount in Row (9) 0% | |
| 12. | Type of Reporting Person (See Instructions) CO | |
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| CUSIP No. 399473107 | ||||
| Item 1. | ||||
| (a) | Name of Issuer Groupon, Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices Chicago, Illinois | |||
| Item 2. | ||||
| (a) | Name of Person Filing This schedule is filed by and on behalf of: | |||
| 1 | Alibaba Group Holding Limited | |||
| 2 | Alibaba Group Treasury Limited | |||
| 3 | Des Voeux Investment Company Limited | |||
| (b) | Address of the Principal Office or, if none, Residence | |||
| 1 | Alibaba Group Holding Limited | c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. | ||
| 2 | Alibaba Group Treasury Limited | c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. | ||
| 3 | Des Voeux Investment Company Limited | c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. | ||
| (c) | Citizenship | |||
| 1 | Alibaba Group Holding Limited | Cayman Islands | ||
| 2 | Alibaba Group Treasury Limited | British Virgin Islands | ||
| 3 | Des Voeux Investment Company Limited | British Virgin Islands | ||
| (d) | Title of Class of Securities Common Stock | |||
| (e) | CUSIP Number 399473107 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
| Not applicable. | ||||
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| CUSIP No. 399473107 | |
| Item 4. | Ownership. |
| As of December 31, 2021, the Reporting Persons beneficially own zero shares of Common Stock. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable | |
| Item 10. | Certification. |
| Not applicable |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2022
| ALIBABA GROUP HOLDING LIMITED | ||
| By: | /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | ||
| Title: Authorized Signatory | ||
ALIBABA GROUP TREASURY LIMITED | ||
| By: | /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | ||
| Title: Director | ||
DES VOEUX INVESTMENT COMPANY LIMITED | ||
| By: | /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | ||
| Title: Director | ||
