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6/2/11 12:35 PMgroupon.htmPage 1 of 269file:///Users/arikhesseldahl/Desktop/groupon.htm
S-1 1 a2203913zs-1.htm S-1Use these links to rapidly review the documentTABLE OF CONTENTS Table of Contents
Table of Contents
As filed with the Securities and Exchange Commission on June 2, 2011Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
Groupon, Inc.
(Exact name of Registrant as specified in its charter)Andrew D. MasonChief Executive OfficerGroupon, Inc.600 West Chicago Avenue, Suite 620Chicago, Illinois 60654312-676-5773(Name, address, including zip code, and telephone number, including area code, of agent for service)Copies to:Delaware 7379 27-0903295(State or other jurisdiction of incorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)600 West Chicago Avenue, Suite 620Chicago, Illinois 60654312-676-5773(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)Steven J. Gavin, Esq.Matthew F. Bergmann, Esq.Winston & Strawn LLP35 West Wacker DriveChicago, Illinois 60601312-558-5600Peter M. Astiz, Esq.Gregory M. Gallo, Esq.Jason C. Harmon, Esq.DLA Piper LLP (US)2000 University AvenueEast Palo Alto, California 94303650-833-2036
 
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
CALCULATION OF REGISTRATION FEE
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementshall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
Large accelerated filer
o
 Accelerated filer
o
Non-accelerated filer
ý
(Do not check if a smaller reporting company) Smaller reporting company
o
 
Title of Each Class of Securities to be RegisteredProposed MaximumAggregateOffering Price
(1)(2)
 Amount of Registration Fee
 
Class A Common Stock, $0.0001 parvalue $750,000,000 $87,075
 
(1)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) underthe Securities Act of 1933, as amended.(2)Includes shares the underwriters have the option to purchase to cover over-allotments, if any.
 
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Table of Contents
PROSPECTUS (Subject to Completion) Issued June 2, 2011
The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sellthese securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminaryprospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities inany state where the offer or sale is not permitted.
Shares
CLASS A COMMON STOCK 
Groupon, Inc. is offering shares of its Class A common stock and the selling stockholders are offering sharesof Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial  public offering and no public market currently exists for our shares. We anticipate that the initial public offering price of our Class A common stock will be between $ and $ per share.We expect to apply to list our Class A common stock on the under the symbol GRPN.
 Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 11.
PRICE 
$
 A SHARE Groupon, Inc. and the selling stockholders have granted the underwriters the right to purchase up to an additional shares of Class A common stock to cover over-allotments.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2011.
 
 Price to Public
 
Underwriting Discounts and Commissions
 
 Proceeds toCompany
 
 Proceeds toSelling Stockholders
 
Per Share
 
$ $ $ $Total 
 
$ $ $ $
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