Senkypl Dusan 4
4 · Groupon, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Groupon (GRPN) 10% Owner Dusan Senkypl Converts 17,250 PSUs
What Happened
- Dusan Senkypl (reported as a 10% owner) had three tranches of performance share units (PSUs) fully vest and convert into common stock on March 12, 2026. The filing reports conversions/exercises (transaction code M) of 3 × 5,750 PSUs into shares — a total of 17,250 shares — at $0.00 per share. The Form 4 also records corresponding derivative disposition entries for the same amounts. Net economic effect reported in the filing is effectively neutral (acquired 17,250; disposed 17,250).
Key Details
- Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (timely within the two-business-day reporting window).
- Price: $0.00 per share (PSUs converting to common stock).
- Quantities: Three acquisitions of 5,750 shares each (total 17,250) and three matching derivative dispositions of 5,750 shares each (total 17,250).
- Footnotes: PSUs were granted May 12, June 18, and August 11, 2025 and vested after the Compensation Committee certified remediation of a previously disclosed material weakness and continuous employment (performance period May 1, 2025–May 1, 2027). F1–F2 note that Pale Fire Capital SICAV a.s. and Pale Fire Capital SE directly own certain securities and the named persons (including Mr. Senkypl) may be deemed to beneficially own those holdings.
- Filing status: Not marked late; filed within the required two business days.
Context
- These were conversion/vesting events of performance awards (PSUs), not open-market purchases or sales. Conversions at $0.00 reflect award vesting rather than a cash exercise. For retail investors, vesting/conversion events typically reflect compensation realization and do not by themselves indicate a buy or sell signal; the matching derivative dispositions in the filing appear administrative and result in no net reported change in beneficial ownership from these entries.
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
Senkypl Dusan
DirectorCEO10% Owner
Transactions
- Exercise/Conversion
Common Stock
2026-03-12+5,750→ 778,761 total - Exercise/Conversion
Common Stock
2026-03-12+5,750→ 784,511 total - Exercise/Conversion
Common Stock
2026-03-12+5,750→ 790,261 total - Exercise/Conversion
Performance Share Units
[F3][F4]2026-03-12−5,750→ 11,500 total→ Common Stock (5,750 underlying) - Exercise/Conversion
Performance Share Units
[F3][F5]2026-03-12−5,750→ 5,750 total→ Common Stock (5,750 underlying) - Exercise/Conversion
Performance Share Units
[F3][F6]2026-03-12−5,750→ 0 total→ Common Stock (5,750 underlying)
Holdings
- 10,180,970(indirect: By Pale Fire Capital SICAV a.s.)
Common Stock
[F1] - 100(indirect: By Pale Fire Capital SE)
Common Stock
[F2]
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
- [F4]These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
- [F5]These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
- [F6]These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
Signature
/s/ Gina M. Chereck as attorney-in-fact for Dusan Senkypl|2026-03-16