Groupon (GRPN) CEO nets 1.72M shares from major option exercise
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Groupon, Inc. CEO Dusan Senkypl exercised stock options and settled related taxes, increasing his direct shareholdings. He exercised nonqualified stock options for 3,062,500 shares of Common Stock at an exercise price of $6.00 per share, previously granted under the company’s 2011 Incentive Plan.
To cover the exercise price and mandatory tax withholding, 1,110,943.375 shares were withheld for the exercise cost and 236,241.625 shares were withheld for taxes at $16.54 per share, a total of 1,347,185 shares. The filing notes this was not an open market sale, and the transaction resulted in a net settlement of 1,715,315 shares.
After these transactions, Senkypl directly owns 4,197,764 shares of Groupon Common Stock. Separately, entities Pale Fire Capital SICAV a.s. and Pale Fire Capital SE, which are associated with him, hold 10,180,970 shares and 100 shares of Groupon Common Stock, respectively, as indirect holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,062,500 shares exercised/converted
Mixed
5 txns
Insider
Senkypl Dusan
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Nonqualified Stock Options (right to buy) | 3,062,500 | $0.00 | -- |
| Grant/Award | Common Stock | 3,062,500 | $6.00 | $18.38M |
| Tax Withholding | Common Stock | 1,347,185 | $16.54 | $22.28M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Nonqualified Stock Options (right to buy) — 0 shares (Direct, null);
Common Stock — 4,197,764 shares (Direct, null);
Common Stock — 10,180,970 shares (Indirect, By Pale Fire Capital SICAV a.s.)
Footnotes (1)
- Represents 1,110,943.375 shares withheld to cover the exercise price of Groupon, Inc. (the "Issuer") Common Stock, and 236,241.625 shares withheld to satisfy the mandatory tax withholding requirements, resulting in a net settlement of 1,715,315 shares. This is not an open market sale of securities. Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. On March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase shares of Common Stock at a per share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). A majority vote of the Issuer's stockholders subsequently approved an amendment to the Plan at the Issuer's 2023 Annual Meeting of Stockholders, pursuant to which the Stock Options would vest and be exercised prior to the first anniversary of the Grant Date. Accordingly, one eighth (1/8th) of the Stock Options vested on June 30, 2023 and the remainder vested in substantially equal quarterly installments over the next seven (7) quarters. As of December 31, 2025, all 3,062,500 options were fully vested. The Stock Options have a contractual expiration date of March 30, 2026. Pursuant to the terms of the Plan, if the expiration date of an option falls during a blackout period, the expiration date is automatically extended until 30 calendar days after the end of such blackout period. As the contractual expiration date of March 30, 2026 fell during a blackout period, the Stock Options remained exercisable until June 15, 2026.
Key Figures
Options exercised: 3,062,500 shares
Option exercise price: $6.00 per share
Shares withheld for costs and taxes: 1,347,185 shares
+5 more
8 metrics
Options exercised
3,062,500 shares
Nonqualified stock options on Common Stock at $6.00
Option exercise price
$6.00 per share
Exercise price under 2011 Incentive Plan grant
Shares withheld for costs and taxes
1,347,185 shares
1,110,943.375 for exercise price; 236,241.625 for taxes
Tax withholding reference price
$16.54 per share
Price per share for tax-withholding disposition
Net shares delivered
1,715,315 shares
After withholding for exercise price and taxes
Direct holdings after transactions
4,197,764 shares
Groupon Common Stock directly owned by CEO
Indirect holdings via PFC SICAV
10,180,970 shares
Common Stock held by Pale Fire Capital SICAV a.s.
Option expiration (extended)
June 15, 2026
Extended from March 30, 2026 due to blackout period
Key Terms
Nonqualified Stock Options (right to buy), mandatory tax withholding requirements, blackout period, beneficially own, +1 more
5 terms
Nonqualified Stock Options (right to buy) financial
"Nonqualified Stock Options (right to buy)"
mandatory tax withholding requirements financial
"236,241.625 shares withheld to satisfy the mandatory tax withholding requirements"
blackout period financial
"if the expiration date of an option falls during a blackout period, the expiration date is automatically extended"
A blackout period is a temporary window when company insiders, employees or certain plan participants are barred from buying or selling the company’s stock, usually around earnings releases or other material events. It matters to investors because it reduces the risk of unfair trading based on secret information and can affect share liquidity and timing—think of it as a “no trading” zone set to keep the market fair and orderly.
beneficially own financial
"may be deemed to beneficially own the securities directly owned by PFC SICAV"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
2011 Incentive Plan financial
"under the Issuer's 2011 Incentive Plan, as amended (the "Plan")"
FAQ
What did Groupon (GRPN) CEO Dusan Senkypl report in this Form 4 filing?
Groupon CEO Dusan Senkypl reported exercising nonqualified stock options for 3,062,500 shares at $6.00 per share. The transaction included share withholding for exercise costs and taxes, resulting in a net addition of 1,715,315 shares to his direct Groupon holdings.
Was the Groupon (GRPN) CEO’s Form 4 transaction an open market sale?
The Form 4 specifically states the transaction was not an open market sale. Shares were withheld to cover the stock option exercise price and mandatory tax obligations, which is characterized as a tax-withholding disposition rather than selling shares on the open market.
What were the key terms of the Groupon (GRPN) stock options exercised by the CEO?
The stock options granted on March 30, 2023 allowed purchase of 3,062,500 Groupon shares at $6.00 per share. They vested over eight quarters and had a contractual expiration of March 30, 2026, extended to June 15, 2026 due to a blackout period.