UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOISEASTERN DIVISIONFAN ZHANG, Individually and on Behalf of All Others Similarly Situated,Plaintiff,vs.GROUPON, INC., ANDREW D. MASON,JASON E. CHILD, JOSEPH M. DEL PRETO,ERIC P. LEFKOFSKY, THEODORE J.LEONSIS, PETER J. BARRIS, KEVIN J.EFRUSY, MELLODY HOBSON, BRADLEYA. KEYWELL, HOWARD SCHULTZ,MORGAN STANLEY & CO. LLC,GOLDMAN, SACHS & CO., CREDITSUISSE SECURITIES (USA) LLC, ALLEN &COMPANY LLC, MERRILL LYNCH,PIERCE, FENNER & SMITHINCORPORATED, BARCLAYS CAPITALINC., CITIGROUP GLOBAL MARKETSINC., DEUTSCHE BANK SECURITIESINC., J.P. MORGAN SECURITIES LLC,WELLS FARGO SECURITIES, LLC,[Caption continued on following page.])))))))))))))))))))))))) No.DEMAND FOR JURY TRIALPLAINTIFF’S CLASS ACTION COMPLAINT FOR VIOLATIONOF THE FEDERAL SECURITIES LAWS
Case: 1:12-cv-02450 Document #: 1 Filed: 04/03/12 Page 1 of 31 PageID #:1
WILLIAM BLAIR & COMPANY L.L.C.,LOOP CAPITAL MARKETS, INC., RBCCAPITAL MARKETS LLC and THEWILLIAMS CAPITAL GROUP, L.P.,Defendants.)))))))
Case: 1:12-cv-02450 Document #: 1 Filed: 04/03/12 Page 2 of 31 PageID #:2
- 1 -Plaintiff has alleged the following based upon the investigation of plaintiff’s counsel, whichincluded a review of United States Securities and Exchange Commission (“SEC”) filings byGroupon, Inc. (“Groupon” or the “Company”), as well as regulatory filings and reports, securitiesanalysts’ reports and advisories about the Company, press releases and other public statementsissued by the Company, and media reports about the Company, and plaintiff believes that substantialadditional evidentiary support will exist for the allegations set forth herein after a reasonableopportunity for discovery.
NATURE OF THE ACTION
1.
This is a securities class action on behalf of all persons who purchased or otherwiseacquired the common stock of Groupon between November 4, 2011 and March 30, 2012, inclusive(the “Class Period”), and/or who acquired shares of Groupon common stock pursuant or traceable tothe Company’s false and misleading Registration Statement and Prospectus issued in connectionwith its November 4, 2011 initial public offering (“IPO”), seeking to pursue remedies under theSecurities Act of 1933 (“1933 Act”) and the Securities Exchange Act of 1934 (“1934 Act”).2.
Groupon is a local e-commerce marketplace that connects merchants to consumers byoffering goods and services at a discount.3.
During the Class Period, defendants issued materially false and misleading statementsregarding the Company’s business practices and financial results. Specifically, defendants failed todisclose negative trends in Groupon’s business and made false statements as to Groupon’s financialresults. As a result of these false statements, defendants were able to successfully accomplishGroupon’s IPO at $20.00 per share, and subsequently Groupon’s stock traded at artificially inflated prices during the Class Period, reaching a high of $26.19 per share on November 18, 2011.4.
On November 3, 2011, Groupon announced the pricing of its IPO of 35 million sharesof common stock at $20 per share (not including an overallotment option granted to the underwriters
Case: 1:12-cv-02450 Document #: 1 Filed: 04/03/12 Page 3 of 31 PageID #:3
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