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Table of Contents
As filed with the Securities and Exchange Commission on September 23, 2011
Registration No. 333-17466
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Amendment No. 3to
FORM S-1REGISTRATION STATEMENT
UNDERTHE SECURITIES ACT OF 1933
Groupon, Inc.(Exact name of Registrant as specified in its charter)
Andrew D. Mason
Chief Executive Officer
Groupon, Inc.
600 West Chicago Avenue, Suite 620
Chicago, Illinois 60654
312-676-5773(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 Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
312-676-5773
(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 LLP
35 West Wacker Drive
David R. Schellhase, Esq.
General Counsel
Groupon, Inc.
Peter M. Astiz, Esq.
Gregory M. Gallo, Esq.
Jason C. Harmon, Esq.
DLA Piper LLP (US)

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becom
effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under th
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 check th
following box and list 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(c) under the Securities Act, check the following box and list th
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 and list th
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 smaller reportin
company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange A(Check one):
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date unt
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as th
Commission acting pursuant to said Section 8(a) may determine.
312-558-5600
312-676-5773
2000 University Avenue
East Palo Alto, California 94303
650-833-2036
Large accelerated filer o Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

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Table of Contents
PROSPECTUS (Subject to Completion)Issued September 23, 2011
The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell thes
securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not
offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any state where the offer o
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 shares of Classcommon stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and npublic market currently exists for our shares. We anticipate that the initial public offering price of our Class A common stock will be betwee $ and $ per share.
Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The righof the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Eacshare of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to votes pshare and wi ll be convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represeapproximately % of the voting power of our outstanding capital stock following this offering.
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
Price toPublic Underwriting
Discounts and
Commissions Proceeds to
Groupon Proceeds to
Selling Stockholders
Per Share $ $ $ $Total $ $ $ $

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Groupon, Inc. and the selling stockholders have granted the underwriters the right to purchase up to an additional shares of Class
common stock to cover over-allotments.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined
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.
, 2011
MORGAN STANLEY GOLDMAN, SACHS & CO. CREDIT SUISS
ALLEN & COMPANY LLC BofA MERRILL LYNCH BARCLAYS CAPITAL CIT
DEUTSCHE BANK SECURITIES J.P. MORGAN WELLS FARGO SECURITIES WILLIAM BLAIR & COMPANY
LOOP CAPITAL MARKETS RBC CAPITAL MARKETS THE WILLIAMS CAPITAL GROUP, L

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TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or in any free writing prospectus filed with the Securities an
Exchange Commission. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional
different information. We and the selling stockholders are offering to sell, and seeking offers to buy, our Class A common stock only i
jurisdictions where offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of
date, regardless of its time of delivery or any sale of shares of our Class A common stock .
Until , 2011 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A commo
stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to thobligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that wou
permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than th
United States. You are required to inform yourself about and to observe any restrictions relating to the offering of the shares of Class A comm
stock and the d istribution of this prospectus outside of the United States.
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