A-G SC 13D/AGroupon / A-G ownership change

This Amendment No. 4 amends the Schedule 13D originally filed on April 4, 2016, as amended (this “Schedule 13D”), and is filed by A-G Holdings, L.P. (“AGH”), for and on behalf of itself, A-G Holdings GP, LLC (“AGGP”), Atairos Group, Inc. (“Atairos”), Atairos Partners, L.P.(“AP”), Atairos Partners GP, Inc. (“APGP”) and Michael J. Angelakis (“Angelakis” and, together with AGH, AGGP, Atairos, AP, and APGP, the “Reporting Persons”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Groupon, Inc., a Delaware corporation (the “Issuer” or the “Company”).

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D. As set forth below, as a result of the Transactions (as defined below), on May 14, 2021, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented by adding the following at the end:

Pursuant to the Note Repurchase Agreement, effective as of May 14, 2021, (i) the Company repurchased from the Reporting Persons all of the outstanding $250.0 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2022, (ii) the Company paid to AGH an amount equal to $254.0 million (i.e., principal and a prepayment fee of $4.0 million), plus accrued and unpaid interest to, and including, such date and (iii) 4,859 restricted stock units in respect of shares of Common Stock granted to Mr. Angelakis under the Company’s 2011 Incentive Plan that were outstanding and unvested as of immediately prior to such date (the “RSUs”) became fully vested as of such date (collectively, the “Transactions”). The number of shares of Common Stock reported as held by the Reporting Persons in this Amendment No. 4 gives effect to the Transactions.

The foregoing description of the Note Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Repurchase Agreement, which is filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (SEC File No. 1-35335), dated May 6, 2021 and incorporated herein by reference.

Effective as of May 14, 2021, in connection with the Note Repurchase Agreement, Mr. Angelakis resigned from his position as a director of the Company and any and all committees of the Company’s Board of Directors on which he serves.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. Following consummation of the Transactions, the Reporting Persons no longer beneficially own any shares of Common Stock, except that Mr. Angelakis beneficially owns 15,497 shares of Common Stock, which includes 4,859 shares of Common Stock issued upon the vesting of the RSUs pursuant to the Note Purchase Agreement, in connection with Mr. Angelakis’ service on the Issuer’s Board of Directors.

(b) Following the consummation of the Transactions, the Reporting Persons no longer have the power to vote or to dispose of any shares of Common Stock, except that Mr. Angelakis has sole voting power and sole dispositive power over 15,497 shares of Common Stock.

(c) Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Schedule 13D.

(e) Not applicable.

The information set forth in Items 4 and 6 of the Schedule 13D is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

Note Repurchase Agreement

Pursuant to the Note Repurchase Agreement, effective as of May 14, 2021, the Investment Agreement and the Voting Agreement terminated, except that certain provisions of the Investment Agreement survived such termination in accordance with their terms.

The foregoing description of the Note Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Repurchase Agreement, which is filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (SEC File No. 1-35335), dated May 6, 2021 and incorporated herein by reference.

SIGNATURE

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.

Dated: May 14, 2021.

A-G HOLDINGS, L.P.

A-G HOLDINGS GP, LLC

ATAIROS GROUP, INC.

ATAIROS PARTNERS, L.P.

ATAIROS PARTNERS GP, INC.

[Signature Page to Schedule 13D/A –Groupon, Inc.]

MICHAEL J. ANGELAKIS

[Signature Page to Schedule 13D/A –Groupon, Inc.]