Jan Barta Amends Groupon Stake Filing

TL;DR

Barta filed an amendment on Groupon (GRPN) - check for changes in stake.

AI Summary

Jan Barta, through Pale Fire Capital SE, has filed an amendment (Amendment No. 15) to their Schedule 13D for Groupon, Inc. The filing date is May 10, 2024, with the event requiring the filing occurring on May 1, 2024. The filing concerns Groupon's common stock.

Why It Matters

This filing indicates ongoing activity and potential strategic shifts by a significant shareholder in Groupon, Inc., which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often signal changes in a significant shareholder's intentions or holdings, which can introduce uncertainty.

Key Players & Entities

• Jan Barta (person) — Filing person
• Pale Fire Capital SE (company) — Filing entity
• Groupon, Inc. (company) — Subject company
• Ryan Nebel (person) — Authorized to receive notices
• Olshan Frome Wolosky LLP (company) — Legal counsel

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
• $150,000 — ll receive (i) an annual base salary of $150,000 USD (which will be converted to his loc
• $14 — earned if certain stock price hurdles ($14.86, $20.14, $31.01 and $68.82) are met
• $20 — if certain stock price hurdles ($14.86, $20.14, $31.01 and $68.82) are met during a
• $31.01 — in stock price hurdles ($14.86, $20.14, $31.01 and $68.82) are met during a performanc
• $68.82 — ice hurdles ($14.86, $20.14, $31.01 and $68.82) are met during a performance period an

Filing Documents

• sc13da1513335002_05102024.htm (SC 13D/A) — 133KB
• 0000921895-24-001125.txt ( ) — 134KB

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 initial 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 1,750,000 Shares underlying certain options awarded to him in connection with his initial appointment as the Issuer’s Interim Chief Executive Officer that are exercisable within 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 May 7, 2024, the Issuer announced that the Board appointed Mr. Senkypl as permanent Chief Executive Officer (“CEO”) of the Issuer. In connection with such appointment, Mr. Senkypl entered into an employment agreement with the Issuer’s wholly owned subsidiary, Groupon Management LLC (the “Employment Agreement”), which was effective on May 1, 2024. A description of the Employment Agreement is set forth in Item 6 below and is incorporated herein by reference.

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 39,540,752 Shares outstanding as of May 6, 2024, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, plus the number of Shares underlying options exercisable by the Reporting Persons within the next 60 days, as applicable. As of the date hereof, PFC SICAV directly beneficially owned 10,180,970 Shares, constituting approximately 25.7% 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 25.7% of the Shares outstanding. 6 CUSIP No. 399473206 As of the date hereof, Mr. Senkypl directly beneficially owned 2,195,261 Shares (including 1,750,000 Shares underlying certain options exercisable within the next 60 days), constituting approximately 5.3% 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 12,376,331 Shares, constituting approximately 30.0% 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 supervisory board of Pale Fire Capital, ma

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

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

is hereby amended

Item 6 is hereby amended to add the following: In connection with his appointment as CEO, pursuant to the Employment Agreement, Mr. Senkypl will receive (i) an annual base salary of $150,000 USD (which will be converted to his local currency of CZK at time of payment); (ii) a target bonus opportunity of up to a maximum of 150% of his base salary; and (iii) on May 1, 2024 (the “Award Date”), an award of 1,393,948 performance share units (“PSUs”) under that certain PSU Award Agreement (the “CEO PSU Award Agreement”) dated May 7, 2024, by and between Mr. Senkypl and the Issuer (the “CEO PSU Award”) and pursuant to the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”). The CEO PSU Award is subject to stockholder approval of an amendment to the Plan to increase the available share pool (the “Plan Amendment”) at the Issuer’s annual meeting of stockholders scheduled to be held on June 12, 2024. If stockholders do not approve the Plan Amendment, the CEO PSU Award is null and void and the PSUs thereunder will be forfeited and canceled for no consideration. 7 CUSIP No. 399473206 Per the terms of the CEO PSU Award: (i) the PSUs can only be earned if certain stock price hurdles ($14.86, $20.14, $31.01 and $68.82) are met during a performance period and Mr. Senkypl satisfies certain service conditions; (ii) achievement of each stock price hurdle would entitle Mr. Senkypl to 25% of the target number of PSUs, subject to the service condition being met; (iii) the performance period begins on the Award Date and ends on the third anniversary of the Award Date, and the stock price hurdles must be achieved during the measurement period, with the measurement period for determination of any stock price hurdle achievement beginning nine months from the Award Date; (iv) to determine whether a stock price hurdle is met during the measurement period, stock prices will be calculated based on a 90 cons

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 CEO Employment Agreement, dated May 1, 2024 (incorporated by reference to Ex. 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 7, 2024). 99.2 CEO Notice of Grant and Performance Share Agreement, dated May 7, 2024 (incorporated by reference to Ex. 10.3 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 7, 2024). 99.3 CEO Severance Benefit Agreement, dated May 8, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on May 9, 2024). 9 CUSIP No. 399473206

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: May 10, 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 10

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