Jan Barta Amends Groupon 13D Filing, Signals Ownership Change

TL;DR

**Major shareholder Jan Barta just updated his Groupon stake, watch for details on his new position!**

AI Summary

Jan Barta, through Pale Fire Capital SE, has filed Amendment No. 14 to his Schedule 13D for Groupon, Inc. This amendment, dated January 19, 2024, indicates a change in his beneficial ownership or investment intent regarding Groupon's common stock. While the specific details of the change are not fully disclosed in the provided excerpt, such amendments typically signal a shift in a major shareholder's position, which could influence the stock's future direction. This matters to investors because significant changes by large shareholders like Barta can signal confidence or concern about the company's prospects, potentially affecting stock price.

Why It Matters

This filing indicates a significant shareholder, Jan Barta, has updated his position or intentions regarding Groupon, which can influence market perception and the stock's performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can introduce uncertainty or signal potential shifts in company strategy or control, leading to stock volatility.

Analyst Insight

Investors should review the full SC 13D/A filing to understand the specific changes in Jan Barta's stake or intentions, as this could signal future strategic moves or impact stock volatility.

Key Players & Entities

• Jan Barta (person) — Reporting Person and significant shareholder of Groupon, Inc.
• Groupon, Inc. (company) — Subject Company, whose common stock is being reported on.
• Pale Fire Capital SE (company) — Entity associated with Jan Barta, involved in the filing.
• Ryan Nebel (person) — Contact person for legal notices from Olshan Frome Wolosky LLP.
• $0.0001 (dollar_amount) — Par value per share of Groupon's Common Stock.

Forward-Looking Statements

• The full filing will reveal a change in Jan Barta's beneficial ownership percentage or investment intent in Groupon. (Jan Barta) — high confidence, target: Immediately upon full filing review

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $87,459,241 — lly owned by PFC SICAV is approximately $87,459,241, excluding brokerage commissions. The
• $1,982 — y by Pale Fire Capital is approximately $1,982, excluding brokerage commissions. Of t
• $2,625,000 — and have an aggregate purchase price of $2,625,000, excluding brokerage commissions. Mr. S
• $80.0 million — s release announcing the closing of its $80.0 million fully backstopped Rights Offering (as d
• $11.30 — ing, 7,079,646 Shares were purchased at $11.30 per Share. The subscription period for

Filing Documents

• sc13da1413335002_01232024.htm (SC 13D/A) — 122KB
• 0000921895-24-000113.txt ( ) — 123KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by PFC SICAV were purchased with working capital. The aggregate purchase price of the 10,180,970 Shares beneficially owned by PFC SICAV is approximately $87,459,241, excluding brokerage commissions. The Shares beneficially owned directly by Pale Fire Capital were purchased with working capital. The aggregate purchase price of the 100 Shares beneficially owned directly by Pale Fire Capital is approximately $1,982, excluding brokerage commissions. Of the Shares directly owned by Mr. Senkypl, (i) 7,761 Shares were acquired upon the vesting of certain restricted stock units awarded to him in his capacity as a director of the Issuer and (ii) 437,500 Shares were acquired pursuant to the exercise of certain options awarded to him in connection with his appointment as the Issuer’s Interim Chief Executive Officer (as further explained in Amendment No. 11 to the Schedule 13D). The Shares acquired pursuant to the exercise of the options were purchased with personal funds and have an aggregate purchase price of $2,625,000, excluding brokerage commissions. Mr. Senkypl also directly beneficially owns 875,000 Shares underlying certain options awarded to him in connection with his appointment as the Issuer’s Interim Chief Executive Officer that are exercisable in the next 60 days.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended

Item 4 is hereby amended to add the following: On January 22, 2024, the Issuer issued a press release announcing the closing of its $80.0 million fully backstopped Rights Offering (as defined in Amendment No. 13 to the Schedule 13D). Pursuant to the terms of the Rights Offering, 7,079,646 Shares were purchased at $11.30 per Share. The subscription period for the Rights Offering expired at 5:00 P.M., New York City time, on January 17, 2024 (the “Expiration Date”). Through the exercise of both basic subscription rights and over-subscription privileges, PFC SICAV purchased 3,140,660 Shares on January 19, 2024 in connection with the Rights Offering. Pursuant to the Backstop Agreement (as defined in Amendment No. 13 to the Schedule 13D), PFC SICAV agreed to (i) exercise its basic subscription rights in full and (ii) purchase any and all Shares not subscribed for following the Expiration Date of the Rights Offering. As no Shares remained unsubscribed following the Expiration Date, the purchase of any unsubscribed Shares became unnecessary.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) and (c) are hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 38,933,024 Shares outstanding as of the closing of the Rights Offering, which is the total number of Shares expected to be outstanding as reported in the Issuer’s prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission on November 21, 2023, plus the number of Shares underlying options exercisable by the Reporting Persons in the next 60 days, as applicable. 6 CUSIP No. 399473206 As of the date hereof, PFC SICAV directly beneficially owned 10,180,970 Shares, constituting approximately 26.1% of the Shares outstanding. As of the date hereof, Pale Fire Capital directly beneficially owned 100 Shares, constituting less than 1% of the Shares outstanding. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the 10,180,970 Shares beneficially owned directly by PFC SICAV, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 10,181,070 Shares, constituting approximately 26.2% of the Shares outstanding. As of the date hereof, Mr. Senkypl directly beneficially owned 1,320,261 Shares (including 875,000 Shares underlying certain options exercisable in the next 60 days), constituting approximately 3.3% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 10,181,070 Shares beneficially owned in the aggregate by Pale Fire Capital and PFC SICAV, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 11,501,331 Shares, constituting approximately 28.9% of the Shares outstanding. As of the date hereof, Mr. Barta did not directly beneficially own any Shares. Mr. Barta, as a control person and Chairman of the su

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 23, 2024 Pale Fire Capital SICAV a.s. By: /s/ Martin Trpak Name: Martin Trpak Title: Authorized Representative Pale Fire Capital SE By: /s/ Dusan Senkypl Name: Dusan Senkypl Title: Chairman of the Board /s/ Dusan Senkypl Dusan Senkypl /s/ Jan Barta Jan Barta 8

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View this SC 13D/A filing on SEC EDGAR