EXHIBIT 1 

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LAZAR MACOVSKI, Individually and On 

Behalf of All Others Similarly Situated, 

 Plaintiff, 

 v. 

GROUPON, INC., RICH WILLIAMS, and 

MELISSA THOMAS, 

 

 Defendants 

Case No. 1:20-cv-02581 

Honorable Matthew F. Kennelly 

STIPULATION AND AGREEMENT OF SETTLEMENT 

 This Stipulation and Agreement of Settlement, dated as of June 24, 2022 (the 

“Stipulation”) is entered into between (a) lead plaintiff Fadi E. Rahal (“Lead Plaintiff”), on 

behalf of himself and the Settlement Class (defined below); and (b) defendant Groupon, Inc. 

(“Groupon” or the “Company”) and defendants Rich Williams (“Williams) and Melissa Thomas 

(“Thomas”) (collectively, the “Individual Defendants,” and, together with Groupon, 

“Defendants”), and embodies the terms and conditions of the settlement of the above-captioned 

action (the “Action”).1 Subject to the approval of the Court and the terms and conditions 

expressly provided herein, this Stipulation is intended to fully, finally and forever compromise, 

settle, release, resolve, and dismiss with prejudice the Action and all claims asserted therein 

against Defendants. 

 

1

 All terms with initial capitalization not otherwise defined herein shall have the meanings 

ascribed to them in ¶ 1 herein. 

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WHEREAS: 

A. On April 28, 2020, a class action complaint was filed in the United States District 

Court for the Northern District of Illinois (the “Court”), styled Macovski v. Groupon Inc. et al., 

No. 1:20-cv-02581. (ECF No. 1.) 

B. By Order dated August 1, 2020, the Court appointed Fadi E. Rahal as Lead 

Plaintiff for the Action; and approved Lead Plaintiff’s selection of Kirby McInerney LLP and 

Glancy Prongay & Murray LLP as Lead Counsel and Pomerantz LLP as Liaison Counsel for the 

putative class. (ECF No. 41.) 

C. On September 22, 2020, Lead Plaintiff filed and served his Amended Class 

Action Complaint for Violation of the Federal Securities Laws (the “First Amended Complaint”) 

asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 

1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual 

Defendants under Section 20(a) of the Exchange Act. Among other things, the First Amended 

Complaint alleged that Defendants made statements that omitted material adverse information 

concerning: (i) Groupon’s Goods division; (ii) Groupon’s Select loyalty program; and 

(iii) Groupon’s overall financial performance. The First Amended Complaint further alleged that 

the prices of Groupon’s publicly-traded securities were artificially inflated as a result of 

Defendants’ allegedly false and misleading statements, and declined when the truth was 

revealed. (ECF No. 43.) 

D. On November 23, 2020, Defendants moved to dismiss the First Amended 

Complaint. (ECF Nos. 48-49.) On December 23, 2020, Lead Plaintiff filed his opposition to the 

motion to dismiss (ECF No. 55) and, on January 13, 2021, Defendants filed a reply in further 

support of their motion to dismiss (ECF No. 56). 

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E. On April 28, 2021, the Court granted Defendants’ motion to dismiss, but 

permitted Lead Plaintiff to file a motion for leave to amend that includes a proposed second 

amended complaint that meets the PSLRA’s pleading requirements. (ECF No. 64.) 

F. On May 19, 2021, Lead Plaintiff filed and served a motion for leave to amend the 

First Amended Complaint along with a [Proposed] Second Amended Class Action Complaint for 

Violation of the Federal Securities Laws. (ECF Nos. 66-68.) On June 23, 2021, Defendants 

filed and served an opposition to Lead Plaintiff’s motion for leave to amend. (ECF No. 70.) 

G. On June 28, 2021, Lead Plaintiff filed and served a motion for leave to file a reply 

brief in support of his motion for leave to amend the Fist Amended Complaint (ECF Nos. 71-72), 

which Defendants’ opposed on June 29, 2021 (ECF No. 73). The Court granted Lead Plaintiff’s 

motion for leave to file a reply in support of their motion to amend on June 30, 2021 (ECF No. 

74), and on July 9, 2021, Lead Plaintiff filed his reply in support of his motion for leave to 

amend the First Amended Complaint (ECF No. 75). 

H. On August 11, 2021, the Court granted Lead Plaintiff’s motion for leave to file 

the [Proposed] Second Amended Class Action Complaint for Violation of the Federal Securities 

Laws. (ECF No. 79.) On August 12, 2021, Lead Plaintiff filed and served the Second Amended 

Class Action Complaint for Violation of the Federal Securities Laws (the “Second Amended 

Complaint”), again asserting claims under the Exchange Act and Rule 10b-5 against Defendants 

based upon a similar set of allegations as the First Amended Complaint. (ECF No. 80.) 

I. On September 24, 2021, Defendants filed and served an answer to the Complaint. 

(ECF No. 86.) In addition to denying the allegations in the Complaint, the answer asserted that 

Defendants would expect to raise multiple defenses, including, but not limited to, the truthfulness 

of the alleged misstatements, the immateriality of the alleged misrepresentations and omissions, 

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the nonexistence of allegedly omitted information, the reasonable basis upon which forwardlooking statements were made, the lack of requisite scienter, and the lack of a legal duty to 

disclose allegedly withheld, later-discovered information. Moreover, to the extent Plaintiff's 

case rests primarily on allegations related to Select, Defendants would expect to show that Select 

was an early-stage loyalty program with a membership of well less than 1% of Groupon's 

customer base. 

J. The Parties exchanged their initial disclosures on October 1, 2021. From October 

2021 through April 2022, counsel for Lead Plaintiff and Defendants began to engage in fact 

discovery. Lead Plaintiff propounded Requests for Production of Documents on Defendants. 

Lead Plaintiff also served seven (7) third-party subpoenas for production of documents on 

various third parties. Over the course of discovery, Lead Counsel reviewed and analyzed more 

than 90,000 pages of documents produced by Defendants and third parties. In addition to 

responding to discovery, Defendants propounded Requests for Production of Documents and 

written Interrogatories upon Lead Plaintiff, to which Lead Plaintiff responded and produced 

documents. 

K. While discovery was ongoing, the Parties agreed to participate in private 

mediation. The Parties selected Jed D. Melnick, Esq. of JAMS to serve as mediator. The Parties 

exchanged extensive mediation statements and exhibits that addressed, among other things, 

issues related to liability and damages. On March 15, 2022, the Parties participated in a virtual, 

full-day mediation session. The session ended without an agreement to settle and the Parties 

continued with discovery. 

L. Over the course of the next several weeks, Mr. Melnick conducted further 

discussions with the Parties, which culminated in a mediator’s recommendation to resolve the 

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Action for $13,500,000 in cash for the benefit of the Settlement Class, which the Parties accepted 

on April 21, 2022. The Parties thereafter memorialized the settlement in a confidential Term 

Sheet to Settle Class Action (the “Term Sheet”) executed on May 6, 2022. The Term Sheet sets 

forth, among other things, the Parties’ agreement to settle and release all claims asserted against 

Defendants in the Action in return for a cash payment by or on behalf of Defendants of 

$13,500,000 for the benefit of the Settlement Class, subject to certain terms and conditions and 

the execution of a customary “long form” stipulation and agreement of settlement and related 

papers. 

M. This Stipulation (together with the exhibits hereto) reflects the final and binding 

agreement between the Parties. 

N. Based upon their investigation, prosecution and mediation of the case, Lead 

Plaintiff and Lead Counsel have concluded that the terms and conditions of this Stipulation are 

fair, reasonable and adequate to Lead Plaintiff and the other members of the Settlement Class, 

and in their best interests. Based on Lead Plaintiff’s direct oversight of the prosecution of this 

matter and with the advice of his counsel, Lead Plaintiff has agreed to settle and release the 

claims raised in the Action pursuant to the terms and provisions of this Stipulation, after 

considering, among other things: (i) the substantial financial benefit that Lead Plaintiff and the 

other members of the Settlement Class will receive under the proposed Settlement; and (ii) the 

significant risks and costs of continued litigation and trial. 

O. This Stipulation constitutes a compromise of matters that are in dispute between 

the Parties. Defendants are entering into this Stipulation solely to eliminate the uncertainty, 

burden and expense of further protracted litigation. Each Defendant denies any wrongdoing, and 

this Stipulation shall in no event be construed or deemed to be evidence of or an admission or 

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concession on the part of any of the Defendants with respect to any claim or allegation of any 

fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the 

Defendants have, or could have, asserted. Defendants expressly deny that Lead Plaintiff has 

asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, 

liability, wrongdoing or damages whatsoever. Similarly, this Stipulation shall in no event be 

construed or deemed to be evidence of or an admission or concession on the part of Lead 

Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or 

concession that any of the Defendants’ defenses to liability had any merit. Each of the Parties 

recognizes and acknowledges, however, that the Action has been initiated, filed and prosecuted 

by Lead Plaintiff in good faith and defended by Defendants in good faith, that the Action is being 

voluntarily settled with the advice of counsel, and that the terms of the Settlement are fair, 

adequate and reasonable. 

NOW THEREFORE, it is hereby STIPULATED AND AGREED, by and among Lead 

Plaintiff (individually and on behalf of all other members of the Settlement Class) and 

Defendants, by and through their respective undersigned attorneys and subject to the approval of 

the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, that, in consideration of 

the benefits flowing to the Parties from the Settlement, all Released Plaintiff’s Claims as against 

the Defendants’ Releasees and all Released Defendants’ Claims as against the Plaintiff’s 

Releasees shall be settled and released, upon and subject to the terms and conditions set forth 

below. 

DEFINITIONS 

1. As used in this Stipulation and any exhibits attached hereto and made a part 

hereof, the following capitalized terms shall have the following meanings: 

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(a) “Action” means the securities class action in the matter styled, Macovski v. 

Groupon Inc. et al., No. 1:20-cv-02581. 

(b) “Alternate Judgment” means a form of final judgment that may be entered 

by the Court herein but in a form other than the form of Judgment provided for in this Stipulation 

that is acceptable to both Lead Plaintiff and Defendants. 

(c) “Authorized Claimant” means a Settlement Class Member who submits a 

Claim Form to the Claims Administrator that is approved by the Court for payment from the Net 

Settlement Fund. 

(d) “Claim” means a Claim Form submitted to the Claims Administrator. 

(e) “Claim Form” or “Proof of Claim Form” means the form, substantially in 

the form attached hereto as Exhibit 2 to Exhibit A, that a Claimant or Settlement Class Member 

must complete and submit should that Claimant or Settlement Class Member seek to share in a 

distribution of the Net Settlement Fund. 

(f) “Claimant” means a person or entity who or that submits a Claim Form to 

the Claims Administrator seeking to be eligible to share in the proceeds of the Settlement Fund. 

(g) “Claims Administrator” means the firm retained by Lead Plaintiff and Lead 

Counsel, subject to approval of the Court, to provide all notices approved by the Court to 

potential Settlement Class Members and to administer the Settlement. 

(h) “Class Distribution Order” means an order entered by the Court authorizing 

and directing that the Net Settlement Fund be distributed, in whole or in part, to Authorized 

Claimants. 

(i) “Complaint” means the Second Amended Consolidated Class Action 

Complaint filed by Lead Plaintiff in the Action on August 12, 2021. 

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(j) “Court” means the United States District Court for the Northern District of 

Illinois. 

(k) “Defendants” means Groupon and the Individual Defendants. 

(l) “Defendants’ Counsel” means Skadden, Arps, Slate, Meagher & Flom 

LLP. 

(m) “Defendants’ Releasees” means Defendants and their current and former 

officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, 

assignees, insurers, reinsurers, employees, and attorneys, in their capacities as such. 

(n) “Effective Date” with respect to the Settlement means the first date by 

which all of the events and conditions specified in ¶ 31 of this Stipulation have been met and 

have occurred or have been waived. 

(o) “Escrow Account” means an account maintained at The Huntington 

National Bank wherein the Settlement Amount shall be deposited and held in escrow under the 

control of Lead Counsel. 

(p) “Escrow Agent” means The Huntington National Bank. 

(q) “Escrow Agreement” means the agreement between Lead Counsel and the 

Escrow Agent setting forth the terms under which the Escrow Agent shall maintain the Escrow 

Account. 

(r) “Excluded Claims” means (i) any claims relating to the enforcement of the 

Settlement; (ii) any claims asserted in Frankel v. Thomas, 1:21-cv-01281-RGA (D. Del.), 

Estreen v. Lefkofsky, C.A. No. 2022-0057-PAF (Del. Ch.), Khoury v. Williams, C.A. No. 2022-

0077-PAF (Del. Ch.), and/or Anders v. Angelakis, C.A. No. 2022-0407-MTZ (Del. Ch.); and (iii) 

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any claims of any person or entity who or that submits a request for exclusion that is accepted by 

the Court. 

(s) “Final,” with respect to the Judgment or, if applicable, the Alternate 

Judgment, or any other court order, means when the last of the following shall occur: (i) the 

expiration of the time to file a motion to alter or amend the judgment under Federal Rule of Civil 

Procedure 59(e) has passed without any such motion having been filed; (ii) the expiration of the 

time provided for filing or noticing any appeal without any appeal having been taken, i.e., thirty 

(30) days after entry of the judgment; or (iii) if a motion to alter or amend is filed or if an appeal 

is taken, (a) the date of final dismissal of all such motions or appeals, or the final dismissal of 

any proceeding on certiorari or otherwise, or (b) the date the judgment is finally affirmed on an 

appeal, the expiration of the time to file a petition for a writ of certiorari or other form of review, 

or the denial of a writ of certiorari or other form of review, and, if certiorari or other form of 

review is granted, the date of final affirmance following review pursuant to that grant. However, 

any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued 

with respect to (i) attorneys’ fees, costs or expenses, or (ii) the plan of allocation of Settlement 

proceeds (as submitted or subsequently modified), shall not in any way delay or preclude a 

judgment from becoming Final. 

(t) “Groupon” or the “Company” means Groupon, Inc. 

(u) “Immediate Family” means children, stepchildren, parents, stepparents, 

spouses, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, 

and sisters-in-law. As used in this paragraph, “spouse” shall mean a husband, a wife, or a 

partner in a state-recognized domestic relationship or civil union. 

(v) “Individual Defendants” means Williams and Thomas. 

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(w) “Judgment” means the final judgment, substantially in the form attached 

hereto as Exhibit B, to be entered by the Court approving the Settlement. 

(x) “Lead Counsel” means the law firms of Kirby McInerney LLP and Glancy 

Prongay & Murray LLP. 

(y) “Lead Plaintiff” means Fadi E. Rahal. 

(z) “Liaison Counsel” means the law firm of Pomerantz LLP. 

(aa) “Litigation Expenses” means costs and expenses incurred in connection 

with commencing, prosecuting and settling the Action (which may include the costs and 

expenses of Lead Plaintiff directly related to his representation of the Settlement Class), for 

which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund. 

(bb) “Net Settlement Fund” means the Settlement Fund less: (i) any Taxes; 

(ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; 

and (iv) any attorneys’ fees awarded by the Court. 

(cc) “Notice” means the Notice of (I) Pendency of Class Action, Certification of 

Settlement Class, and Proposed Settlement; (II) Settlement Fairness Hearing; and (III) Motion 

for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses, substantially in the 

form attached hereto as Exhibit 1 to Exhibit A, which is to be mailed to Settlement Class 

Members. 

(dd) “Notice and Administration Costs” means the costs, fees, and expenses that 

are incurred by the Claims Administrator and/or Lead Counsel in connection with: (i) providing 

notices to the Settlement Class; and (ii) administering the Settlement, including but not limited to 

the Claims process, as well as the costs, fees, and expenses incurred in connection with the 

Escrow Account. 

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(ee) “Parties” means Defendants and Lead Plaintiff, on behalf of themselves 

and the Settlement Class. 

(ff) “Person” means an individual, corporation, partnership, limited partnership, 

limited liability partnership, association, joint stock company, limited liability company or 

corporation, professional corporation, estate, legal representative, trust, unincorporated 

association, government or any political subdivision or agency thereof, and any business or legal 

entity and his, her or its spouses, heirs, predecessors, successors, representatives, or assignees. 

(gg) “Plaintiff’s Counsel” means Lead Counsel and all other legal counsel who, 

at the direction and under the supervision of Lead Counsel, performed services on behalf of the 

Settlement Class in the Action. 

(hh) “Plaintiff’s Releasees” means Lead Plaintiff, all other plaintiffs in the 

Action, their respective attorneys, and all other Settlement Class Members, and their respective 

current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, 

predecessors, assigns, assignees, employees, and attorneys, in their capacities as such. 

(ii) “Plan of Allocation” means the proposed plan of allocation of the Net 

Settlement Fund set forth in the Notice. 

(jj) “Preliminary Approval Order” means the order, substantially in the form 

attached hereto as Exhibit A, to be entered by the Court preliminarily approving the Settlement 

and directing that notice of the Settlement be provided to the Settlement Class. 

(kk) “PSLRA” means the Private Securities Litigation Reform Act of 1995, 15 

U.S.C. § 78u-4, as amended. 

(ll) “Released Claims” means all Released Defendants’ Claims and all

Released Plaintiff’s Claims. 

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(mm) “Released Defendants’ Claims” means all claims and causes of action of 

every nature and description, whether known claims or Unknown Claims, whether arising under 

federal, state, common or foreign law, that arise out of or relate in any way to the institution, 

prosecution, or settlement of the claims asserted in the Action against Defendants. Released 

Defendants’ Claims do not include any claims relating to the enforcement of the Settlement or 

any claims against any person or entity who or that submits a request for exclusion from the 

Settlement Class that is accepted by the Court. 

(nn) “Released Plaintiff’s Claims” means all claims and causes of action of 

every nature and description, whether known claims or Unknown Claims, whether arising under 

federal, state, common or foreign law, that Lead Plaintiff or any other member of the Settlement 

Class: (i) asserted in the Complaint; or (ii) could have asserted in any forum that arise out of or 

are based upon the allegations, transactions, facts, matters or occurrences, representations or 

omissions involved, set forth, or referred to in the Complaint and that relate to the purchase or 

acquisition of Groupon common stock during the Settlement Class Period. However, Released 

Plaintiff’s Claims do not include: (i) any claims relating to the enforcement of the Settlement; (ii) 

any claims asserted in Frankel v. Thomas, 1:21-cv-01281-RGA (D. Del.), Estreen v. Lefkofsky, 

C.A. No.: 2022-0057-PAF (Del. Ch.), Khoury v. Williams, C.A. No. 2022-0077-PAF (Del. Ch.) 

and/or Anders v. Angelakis, C.A. No. 2022-0407-MTZ (Del. Ch.); and (iii) any claims of any 

person or entity who or that submits a request for exclusion that is accepted by the Court. 

(oo) “Releasee(s)” means each and any of the Defendants’ Releasees and each 

and any of the Plaintiff’s Releasees. 

(pp) “Releases” means the releases set forth in ¶¶ 5-6 of this Stipulation. 

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(qq) “Settlement” means the settlement between Lead Plaintiff and Defendants 

on the terms and conditions set forth in this Stipulation. 

(rr) “Settlement Amount” means $13,500,000 in cash. 

(ss) “Settlement Class” means all persons and entities who or that, between July 

30, 2019, and February 18, 2020, inclusive, purchased or otherwise acquired Groupon common 

stock and were damaged thereby. Excluded from the Settlement Class are: (i) Defendants; (ii) 

any person who served as a control person, executive officer and/or director of Groupon during 

the Settlement Class Period, and members of his or her Immediate Family; (iii) present and 

former parents, subsidiaries, assigns, successors, affiliates, and predecessors of Groupon; (iv) 

any entity in which Defendants have or had a controlling interest during the Settlement Class 

Period; (v) any trust of which any Individual Defendant is the settlor or that is for the benefit of 

any Individual Defendant and/or member(s) of his or her Immediate Family; and (vi) the legal 

representatives, heirs, successors, and assigns of any person or entity excluded under provisions 

(i) through (v) hereof. Also excluded from the Settlement Class are any persons and entities who 

or that validly exclude themselves by submitting a request for exclusion that is accepted by the 

Court. 

(tt) “Settlement Class Member” means each person and entity who or that is a 

member of the Settlement Class. 

(uu) “Settlement Class Period” means the period between July 30, 2019 and 

February 18, 2020, inclusive. 

(vv) “Settlement Fund” means the Settlement Amount plus any and all interest 

earned thereon. 

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(ww) “Settlement Hearing” means the hearing set by the Court under 

Rule 23(e)(2) of the Federal Rules of Civil Procedure to consider final approval of the 

Settlement. 

(xx) “Summary Notice” means the Summary Notice of (I) Pendency of Class 

Action, Certification of Settlement Class, and Proposed Settlement; (II) Settlement Fairness 

Hearing; and (III) Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation 

Expenses, substantially in the form attached hereto as Exhibit 3 to Exhibit A, to be published as 

set forth in the Preliminary Approval Order. 

(yy) “Taxes” means: (i) all federal, state and/or local taxes of any kind 

(including any interest or penalties thereon) on any income earned by the Settlement Fund; (ii) 

the expenses and costs incurred by Lead Counsel in connection with determining the amount of, 

and paying, any taxes owed by the Settlement Fund (including, without limitation, expenses of 

tax attorneys and accountants); and (iii) all taxes imposed on payments by the Settlement Fund, 

including withholding taxes. 

(zz) “Unknown Claims” means any Released Plaintiffs’ Claims that Lead 

Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or 

its favor at the time of the release of such claims, and any Released Defendants’ Claims that any 

Defendant or any other Defendants’ Releasee does not know or suspect to exist in his, her, or its 

favor at the time of the release of such claims, that, if known by him, her, or it, might have 

affected his, her or its decision(s) with respect to this Settlement. With respect to any and all 

Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, 

Lead Plaintiff and Defendants shall expressly waive, and each of the other Settlement Class 

Members and each of the other Defendants’ Releasees shall be deemed to have waived, and by 

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operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, 

any and all provisions, rights, and benefits conferred by any law of any state or territory of the 

United States, or principle of common law or foreign law, that is similar, comparable, or 

equivalent to California Civil Code §1542, which provides: 

A general release does not extend to claims that the creditor or releasing party 

does not know or suspect to exist in his or her favor at the time of executing the 

release and that, if known by him or her, would have materially affected his or her 

settlement with the debtor or released party. 

Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members 

and each of the other Defendants’ Releasees shall be deemed by operation of law to have 

acknowledged, that the foregoing waiver was separately bargained for and a key element of the 

Settlement. 

CLASS CERTIFICATION 

2. Solely for purposes of the Settlement and for no other purpose, Defendants 

stipulate and agree to: (a) certification of the Action as a class action pursuant to Rules 23(a) and 

23(b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class; (b) 

certification of Lead Plaintiff as Class Representative for the Settlement Class; and 

(c) appointment of Lead Counsel as Class Counsel for the Settlement Class pursuant to 

Rule 23(g) of the Federal Rules of Civil Procedure. 

PRELIMINARY APPROVAL OF SETTLEMENT 

3. Within ten (10) business days of execution of this Stipulation, Lead Plaintiff will 

move for preliminary approval of the Settlement, certification of the Settlement Class for 

settlement purposes only, and the scheduling of a hearing for consideration of final approval of 

the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion 

for preliminary approval, Lead Plaintiff shall apply to the Court for, and Defendants shall agree 

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to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit 

A. 

RELEASE OF CLAIMS 

4. The obligations incurred pursuant to this Stipulation are in consideration of: (i) 

the full and final disposition of the Action as against Defendants; and (ii) the Releases provided 

for herein. 

5. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without 

further action by anyone, upon the Effective Date of the Settlement, Lead Plaintiff and each of 

the other Settlement Class Members, on behalf of themselves, and their respective heirs, 

executors, administrators, predecessors, successors, and assigns in their capacities as such, shall 

be deemed to have, and by operation of law and of the judgment shall have, fully, finally, and 

forever compromised, settled, released, resolved, relinquished, waived, and discharged each and 

every Released Plaintiff’s Claim against Defendants’ Releasees, and shall forever be barred and 

enjoined from prosecuting any or all of the Released Plaintiff’s Claims against any Defendants’ 

Releasee. This release shall not apply to any Excluded Claim. 

6. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without 

further action by anyone, upon the Effective Date of the Settlement, Defendants and each of the 

other Defendants’ Releasees, on behalf of themselves, and their respective heirs, executors, 

administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed 

to have, and by operation of law and of the judgment shall have, fully, finally, and forever 

compromised, settled, released, resolved, relinquished, waived, and discharged each and every 

Released Defendants’ Claim against Plaintiff’s Releasees, and shall forever be barred and 

enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the 

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Plaintiff’s Releasees. This release shall not apply to any person or entity who or that submits a 

request for exclusion from the Settlement Class that is accepted by the Court. 

7. Notwithstanding ¶¶ 5-6 above, nothing in the Judgment, or the Alternate 

Judgment, if applicable, shall bar any action by any of the Parties to enforce or effectuate the 

terms of this Stipulation or the Judgment, or Alternate Judgment, if applicable. 

THE SETTLEMENT CONSIDERATION 

8. In consideration of the settlement of the Released Plaintiff’s Claims against 

Defendants’ Releasees, Defendants shall pay or cause to be paid the Settlement Amount into the 

Escrow Account no later than fifteen (15) business days after the later of: (a) the date of entry by 

the Court of an order preliminarily approving this Settlement; or (b) Defendants’ Counsel’s 

receipt from Lead Counsel of the information necessary to effectuate a transfer of funds to the 

Escrow Account, including wiring instructions that include the bank name and ABA routing 

number, account name and number, and the contact information of an individual who can 

verbally confirm the wire instructions, and a signed W-9 reflecting a valid taxpayer identification 

number for the qualified settlement fund in which the Settlement Amount is to be deposited. 

USE OF SETTLEMENT FUND

9. The Settlement Fund shall be used to pay: (a) any Taxes; (b) any Notice and 

Administration Costs; (c) any Litigation Expenses awarded by the Court; and (d) any attorneys’ 

fees awarded by the Court. The balance remaining in the Settlement Fund, that is, the Net 

Settlement Fund, shall be distributed to Authorized Claimants as provided in ¶¶ 18-29 below. 

10. Except as provided herein or pursuant to orders of the Court, the Net Settlement 

Fund shall remain in the Escrow Account prior to the Effective Date. All funds held by the 

Escrow Agent shall be deemed to be in the custody of the Court and shall remain subject to the 

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jurisdiction of the Court until such time as the funds shall be distributed or returned pursuant to 

the terms of this Stipulation and/or further order of the Court. The Escrow Agent shall invest 

any funds in the Escrow Account exclusively in instruments or accounts backed by the full faith 

and credit of the United States Government or fully insured by the United States Government or 

an agency thereof, including U.S. Treasury bills, a U.S. Treasury Fund, or a bank account that is 

either: (a) fully insured by the Federal Deposit Insurance Corporation; or (b) secured by 

instruments backed by the full faith and credit of the United States Government. The Escrow 

Agent shall reinvest the proceeds of these instruments or accounts as they mature in similar 

instruments or accounts at their then-current market rates. Defendants shall not bear any 

responsibility for or liability related to the investment of the Settlement Fund by the Escrow 

Agent. 

11. The Parties agree that the Settlement Fund is intended to be a Qualified 

Settlement Fund within the meaning of Treasury Regulation § 1.468B-1 and Lead Counsel, as 

administrator of the Settlement Fund within the meaning of Treasury Regulation § 1.468B2(k)(3), shall be solely responsible for filing or causing to be filed all informational and other tax 

returns as may be necessary or appropriate (including, without limitation, the returns described in 

Treasury Regulation § 1.468B-2(k)) for the Settlement Fund. Lead Counsel shall also be 

responsible for causing payment to be made from the Settlement Fund of any Taxes owed with 

respect to the Settlement Fund. The Defendants’ Releasees shall not have any liability or 

responsibility for any such Taxes. Upon written request, Defendants will provide to Lead 

Counsel the statement described in Treasury Regulation § 1.468B-3(e). Lead Counsel, as 

administrator of the Settlement Fund within the meaning of Treasury Regulation § 1.468B2(k)(3), shall timely make such elections as are necessary or advisable to carry out this 

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paragraph, including, as necessary, making a “relation back election,” as described in Treasury 

Regulation § 1.468B-1(j), to cause the Qualified Settlement Fund to come into existence at the 

earliest allowable date, and shall take or cause to be taken all actions as may be necessary or 

appropriate in connection therewith. 

12. All Taxes shall be paid out of the Settlement Fund, and shall be timely paid by the 

Escrow Agent pursuant to the disbursement instructions to be set forth in the Escrow Agreement, 

and without further order of the Court. Any tax returns prepared for the Settlement Fund (as well 

as the election set forth therein) shall be consistent with the previous paragraph and in all events 

shall reflect that all Taxes on the income earned by the Settlement Fund shall be paid out of the 

Settlement Fund as provided herein. Defendants’ Releasees shall have no responsibility or 

liability for the acts or omissions of Lead Counsel or its agents with respect to the payment of 

Taxes, as described herein. 

13. The Settlement is not a claims-made settlement. Upon the occurrence of the 

Effective Date, no Defendant, Defendants’ Releasee, or any other person or entity who or that 

paid any portion of the Settlement Amount shall have any right to the return of the Settlement 

Fund or any portion thereof for any reason whatsoever, including without limitation, the number 

of Claim Forms submitted, the collective amount of Recognized Claims of Authorized 

Claimants, the percentage of recovery of losses, or the amounts to be paid to Authorized 

Claimants from the Net Settlement Fund. 

14. Notwithstanding the fact that the Effective Date of the Settlement has not yet 

occurred, Lead Counsel may pay from the Settlement Fund, without further approval from 

Defendants or further order of the Court, all Notice and Administration Costs actually incurred 

and paid or payable. Such costs and expenses shall include, without limitation, the actual costs 

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of printing and mailing the Notice, publishing the Summary Notice, reimbursements to nominee 

owners for forwarding the Notice to their beneficial owners, the administrative expenses incurred 

and fees charged by the Claims Administrator in connection with providing notice, administering 

the Settlement (including processing the submitted Claims), and the fees, if any, of the Escrow 

Agent. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all 

Notice and Administration Costs paid or incurred, including any related fees, shall not be 

returned or repaid to Defendants, any of the other Defendants’ Releasees, or any other person or 

entity who or that paid any portion of the Settlement Amount. 

ATTORNEYS’ FEES AND LITIGATION EXPENSES 

15. Lead Counsel will apply to the Court for a collective award of attorneys’ fees to 

Plaintiff’s Counsel to be paid from (and out of) the Settlement Fund. Lead Counsel also will 

apply to the Court for reimbursement of Litigation Expenses, which may include a request for 

reimbursement of Lead Plaintiff’s costs and expenses directly related to his representation of the 

Settlement Class, to be paid from (and out of) the Settlement Fund. Lead Counsel’s application 

for an award of attorneys’ fees and/or Litigation Expenses is not the subject of any agreement 

between Defendants and Lead Plaintiff other than what is set forth in this Stipulation. 

16. Any attorneys’ fees and Litigation Expenses that are awarded by the Court shall 

be paid to Lead Counsel immediately upon award, notwithstanding the existence of any timely 

filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement 

or any part thereof, subject to Lead Counsel’s obligation to make appropriate refunds or 

repayments to the Settlement Fund, plus accrued interest at the same net rate as is earned by the 

Settlement Fund, if the Settlement is terminated pursuant to the terms of this Stipulation or if, as 

a result of any appeal or further proceedings on remand, or successful collateral attack, the award 

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of attorneys’ fees and/or Litigation Expenses is reduced or reversed and such order reducing or 

reversing the award has become Final. Lead Counsel shall make the appropriate refund or 

repayment in full no later than thirty (30) days after: (a) receiving from Defendants’ Counsel 

notice of the termination of the Settlement; (b) Lead Plaintiff terminates the Settlement; or (c) 

any order reducing or reversing the award of attorneys’ fees and/or Litigation Expenses has 

become Final. An award of attorneys’ fees and/or Litigation Expenses is not a necessary term of 

this Stipulation and is not a condition of the Settlement embodied herein. Neither Lead Plaintiff 

nor Lead Counsel may cancel or terminate the Settlement based on this Court’s or any appellate 

court’s ruling with respect to attorneys’ fees and/or Litigation Expenses. 

17. Lead Counsel shall allocate the attorneys’ fees awarded amongst Plaintiff’s 

Counsel in a manner which they, in good faith, believe reflects the contributions of such counsel 

to the institution, prosecution, and settlement of the Action. Defendants’ Releasees shall have no 

responsibility for or liability whatsoever with respect to the allocation or award of attorneys’ fees 

or Litigation Expenses. The attorneys’ fees and Litigation Expenses that are awarded to 

Plaintiff’s Counsel shall be payable solely from the Escrow Account. 

NOTICE AND SETTLEMENT ADMINISTRATION

18. As part of the Preliminary Approval Order, Lead Plaintiff shall seek appointment 

of a Claims Administrator. The Claims Administrator shall administer the Settlement, including 

but not limited to the process of receiving, reviewing, and approving or denying Claims, under 

Lead Counsel’s supervision and subject to the jurisdiction of the Court. Other than Groupon’s 

obligation to provide its securities holders records as provided in ¶ 19 below, none of the 

Defendants’ Releasees shall have any involvement in or any responsibility, authority, or liability 

whatsoever for the selection of the Claims Administrator, the Plan of Allocation, the 

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administration of the Settlement, the Claims process, or disbursement of the Net Settlement 

Fund, and shall have no liability whatsoever to any person or entity, including, but not limited to, 

Lead Plaintiff, any other Settlement Class Members, or Lead Counsel in connection with the 

foregoing. Defendants’ Counsel shall cooperate in the administration of the Settlement to the 

extent reasonably necessary to effectuate its terms. 

19. In accordance with the terms of the Preliminary Approval Order to be entered by 

the Court, Lead Counsel shall cause the Claims Administrator to mail the Notice and Proof of 

Claim Form to those members of the Settlement Class as may be identified through reasonable 

effort. Lead Counsel shall also cause the Claims Administrator to have the Summary Notice 

published in accordance with the terms of the Preliminary Approval Order to be entered by the 

Court. For the purposes of identifying and providing notice to the Settlement Class, within ten 

(10) business days of the date of entry of the Preliminary Approval Order, Groupon shall provide 

or cause to be provided to the Claims Administrator in electronic format (at no cost to the 

Settlement Fund, Lead Counsel, or the Claims Administrator) its list(s) (consisting of names and 

addresses) of the record holders of the Groupon common stock during the Settlement Class 

Period. 

20. The Claims Administrator shall receive Claims and determine first, whether the 

Claim is a valid Claim, in whole or part, and second, each Authorized Claimant’s pro rata share 

of the Net Settlement Fund based upon each Authorized Claimant’s Recognized Claim compared 

to the total Recognized Claims of all Authorized Claimants (as set forth in the Plan of Allocation 

appearing in the Notice attached hereto as Exhibit 1 to Exhibit A, or in such other plan of 

allocation as the Court approves). 

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21. The Plan of Allocation proposed in the Notice is not a necessary term of the 

Settlement or of this Stipulation, and it is not a condition of the Settlement or of this Stipulation 

that any particular plan of allocation be approved by the Court. Lead Plaintiff and Lead Counsel 

may not cancel or terminate the Settlement (or this Stipulation) based on this Court’s or any 

appellate court’s ruling with respect to the Plan of Allocation or any other plan of allocation in 

this Action. Defendants’ Releasees shall not object in any way to the Plan of Allocation or any 

other plan of allocation in this Action. No Defendants’ Releasee shall have any involvement 

with or liability, obligation, or responsibility whatsoever for the application of the Courtapproved plan of allocation. 

22. Any Settlement Class Member who does not submit a valid Claim Form will not 

be entitled to receive any distribution from the Net Settlement Fund, but will otherwise be bound 

by all of the terms of this Stipulation and Settlement, including the terms of the Judgment, or the 

Alternate Judgment, if applicable, to be entered in the Action and the releases provided for 

herein and therein, and will be permanently barred and enjoined from bringing any action, claim, 

or other proceeding of any kind against the Defendants’ Releasees with respect to the Released 

Plaintiff’s Claims in the event that the Effective Date occurs with respect to the Settlement. 

23. Lead Counsel shall be responsible for supervising the administration of the 

Settlement and the disbursement of the Net Settlement Fund subject to Court approval. No 

Defendants’ Releasee shall be permitted to review, contest, or object to any Claim Form or any 

decision of the Claims Administrator or Lead Counsel with respect to accepting or rejecting any 

Claim for payment by a Settlement Class Member. Lead Counsel shall have the right, but not 

the obligation, to waive what it deems to be formal or technical defects in any Claim Forms 

submitted in the interests of achieving substantial justice. 

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24. For purposes of determining the extent, if any, to which a Settlement Class 

Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall 

apply: 

(a) Each Settlement Class Member shall be required to submit a Claim Form, 

substantially in the form attached hereto as Exhibit 2 to Exhibit A, supported by such documents 

as are designated therein, including proof of the Claimant’s loss or such other documents or 

proof as the Claims Administrator or Lead Counsel, in their discretion, may deem acceptable; 

(b) All Claim Forms must be submitted by the date set by the Court in the 

Preliminary Approval Order and specified in the Notice. Any Settlement Class Member who 

fails to submit a Claim Form by such date shall be forever barred from receiving any distribution 

from the Net Settlement Fund or payment pursuant to this Stipulation (unless by Order of the 

Court such Settlement Class Member’s Claim Form is accepted), but shall in all other respects be 

bound by all of the terms of this Stipulation and the Settlement, including the terms of the 

Judgment or Alternate Judgment, if applicable, and the Releases provided for herein and therein, 

and will be permanently barred and enjoined from bringing any action, claim, or other 

proceeding of any kind against any Defendants’ Releasees with respect to any Released 

Plaintiff’s Claim. Provided that it is mailed by the claim-submission deadline, a Claim Form 

shall be deemed to be submitted when postmarked, if received with a postmark indicated on the 

envelope and if mailed by first-class mail and addressed in accordance with the instructions 

thereon. In all other cases, the Claim Form shall be deemed to have been submitted on the date 

when actually received by the Claims Administrator; 

(c) Each Claim Form shall be submitted to and reviewed by the Claims 

Administrator who shall determine in accordance with this Stipulation and the plan of allocation 

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the extent, if any, to which each Claim shall be allowed, subject to review by the Court pursuant 

to subparagraph (e) below as necessary; 

(d) Claim Forms that do not meet the submission requirements may be

rejected. Prior to rejecting a Claim in whole or in part, the Claims Administrator shall 

communicate with the Claimant in writing, to give the Claimant the chance to remedy any 

curable deficiencies in the Claim Form submitted. The Claims Administrator shall notify, in a 

timely fashion and in writing, all Claimants whose Claim the Claims Administrator proposes to 

reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that 

the Claimant whose Claim is to be rejected has the right to a review by the Court if the Claimant 

so desires and complies with the requirements of subparagraph (e) below; and 

(e) If any Claimant whose Claim has been rejected in whole or in part desires 

to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of 

the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and 

statement of reasons indicating the Claimant’s grounds for contesting the rejection along with 

any supporting documentation, and requesting a review thereof by the Court. If a dispute 

concerning a Claim cannot be otherwise resolved, Lead Counsel shall thereafter present the 

request for review to the Court. 

25. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court 

with respect to the Claimant’s Claim, and the Claim will be subject to investigation and 

discovery under the Federal Rules of Civil Procedure, provided, however, that such investigation 

and discovery shall be limited to that Claimant’s status as a Settlement Class Member and the 

validity and amount of the Claimant’s Claim. No discovery shall be allowed on the merits of this 

Action or of the Settlement in connection with the processing of Claim Forms. 

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26. Lead Counsel will apply to the Court, on notice to Defendants’ Counsel, for a 

Class Distribution Order: (a) approving the Claims Administrator’s administrative 

determinations concerning the acceptance and rejection of the Claims submitted; (b) approving 

payment of any administration fees and expenses associated with the administration of the 

Settlement from the Escrow Account; and (c) if the Effective Date has occurred, directing 

payment of the Net Settlement Fund to Authorized Claimants from the Escrow Account. 

27. Payment pursuant to the Class Distribution Order shall be final and conclusive 

against all Settlement Class Members. All Settlement Class Members whose Claims are not 

approved by the Court for payment shall be barred from participating in distributions from the 

Net Settlement Fund, but otherwise shall be bound by all of the terms of this Stipulation and the 

Settlement, including the terms of the Judgment or Alternate Judgment, if applicable, to be 

entered in this Action and the Releases provided for herein and therein, and will be permanently 

barred and enjoined from bringing any action against any and all Defendants’ Releasees with 

respect to any and all of the Released Plaintiff’s Claims. 

28. No person or entity shall have any claim against Lead Plaintiff, Plaintiff’s 

Counsel, the Claims Administrator, or any other agent designated by Lead Counsel, or 

Defendants’ Releasees and/or their respective counsel, arising from distributions made 

substantially in accordance with the Stipulation, the plan of allocation approved by the Court, or 

any order of the Court. Lead Plaintiff and Defendants, and their respective counsel, and Lead 

Plaintiff’s damages expert and all other Releasees shall have no liability whatsoever for the 

investment or distribution of the Settlement Fund or the Net Settlement Fund, the plan of 

allocation, or the determination, administration, calculation, or payment of any claim or 

nonperformance of the Claims Administrator, the payment or withholding of taxes (including 

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interest and penalties) owed by the Settlement Fund, or any losses incurred in connection 

therewith. 

29. All proceedings with respect to the administration, processing, and determination 

of Claims and the determination of all controversies relating thereto, including disputed 

questions of law and fact with respect to the validity of Claims, shall be subject to the 

jurisdiction of the Court. All Settlement Class Members and Parties to this Settlement expressly 

waive trial by jury (to the extent any such right may exist) and any right of appeal or review with 

respect to such determinations. 

TERMS OF THE JUDGMENT

30. If the Settlement contemplated by this Stipulation is approved by the Court, Lead 

Counsel and Defendants’ Counsel shall request that the Court enter a Judgment, substantially in 

the form attached hereto as Exhibit B. 

CONDITIONS OF SETTLEMENT AND EFFECT OF 

DISAPPROVAL, CANCELLATION, OR TERMINATION 

31. The Effective Date of the Settlement shall be deemed to occur on the occurrence 

or waiver of all of the following events: 

(a) the Court has entered the Preliminary Approval Order, substantially in the 

form set forth in Exhibit A attached hereto, as required by ¶ 3 above; 

(b) the Settlement Amount has been deposited into the Escrow Account in 

accordance with the provisions of ¶ 8 above; 

(c) Defendants have not exercised their option to terminate the Settlement 

pursuant to the provisions of this Stipulation (including the Supplemental Agreement described 

in ¶ 35 below); 

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(d) Lead Plaintiff has not exercised his option to terminate the Settlement 

pursuant to the provisions of this Stipulation; and 

(e) the Court has approved the Settlement as described herein, following notice 

to the Settlement Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil 

Procedure, and entered the Judgment and the Judgment has become Final, or the Court has 

entered an Alternate Judgment and none of the Parties seek to terminate the Settlement and the 

Alternate Judgment has become Final. 

32. Upon the occurrence of all of the events referenced in ¶ 31 above, any and all 

remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely 

and forever extinguished and the Releases herein shall be effective. 

33. If (i) Defendants, or any of them, exercises his, her, or its right to terminate the 

Settlement as provided in this Stipulation; (ii) Lead Plaintiff exercises his right to terminate the 

Settlement as provided in this Stipulation; (iii) the Court disapproves the Settlement; or (iv) the 

Effective Date as to the Settlement otherwise fails to occur, then: 

(a) The Settlement and the relevant portions of this Stipulation shall be 

canceled and terminated. 

(b) Lead Plaintiff and Defendants shall revert to their respective positions in 

the Action as of May 6, 2022. 

(c) The terms and provisions of this Stipulation, with the exception of this ¶ 33 

and ¶¶ 14, 16, 36, and 56, shall have no further force and effect with respect to the Parties and 

shall not be used in the Action or in any other proceeding for any purpose, and any Judgment, or 

Alternate Judgment, if applicable, or order entered by the Court in accordance with the terms of 

this Stipulation shall be treated as vacated, nunc pro tunc. 

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(d) Within five (5) business days after joint written notification of termination 

is sent by Defendants’ Counsel and Lead Counsel to the Escrow Agent, the Settlement Fund 

(including accrued interest thereon and any funds received by Lead Counsel consistent with ¶ 16 

above), less any Notice and Administration Costs actually incurred, paid, or payable and less any 

Taxes paid, due, or owing shall be refunded by the Escrow Agent to the funding parties of the 

settlement. In the event that the funds received by Lead Counsel consistent with ¶ 16 above have 

not been refunded to the Settlement Fund within the five (5) business days specified in this 

paragraph, those funds shall be refunded by the Escrow Agent to the funding parties of the 

settlement immediately upon their deposit into the Escrow Account consistent with ¶ 16 above. 

34. It is further stipulated and agreed that Lead Plaintiff and each of the Defendants 

shall each have the right to terminate the Settlement and this Stipulation, by providing written 

notice of their election to do so (“Termination Notice”) to the other Parties to this Stipulation 

within thirty (30) days of: (a) the Court’s final refusal to enter the Preliminary Approval Order in 

any material respect; (b) the Court’s final refusal to approve the Settlement or any material part 

thereof; (c) the Court’s final refusal to enter the Judgment in any material respect as to the 

Settlement; (d) the date upon which the Judgment is modified or reversed in any material respect 

by the United States Court of Appeals for the Seventh Circuit or the United States Supreme 

Court; or (e) the date upon which an Alternate Judgment is modified or reversed in any material 

respect by the United States Court of Appeals for the Seventh Circuit or the United States 

Supreme Court, and the provisions of ¶ 33 above shall apply. However, any decision or 

proceeding, whether in this Court or any appellate court, with respect to an application for 

attorneys’ fees or reimbursement of Litigation Expenses or with respect to any plan of allocation 

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shall not be considered material to the Settlement, shall not affect the finality of any Judgment or 

Alternate Judgment, if applicable, and shall not be grounds for termination of the Settlement. 

35. In addition to the grounds set forth in ¶ 34 above, Groupon shall have the 

unilateral right to terminate the Settlement in the event that Settlement Class Members timely 

and validly requesting exclusion from the Settlement Class meet the conditions set forth in 

Groupon’s confidential supplemental agreement with Lead Plaintiff (the “Supplemental 

Agreement”), in accordance with the terms of that agreement. The Supplemental Agreement, 

which is being executed concurrently herewith, shall not be filed with the Court and its terms 

shall not be disclosed in any other manner (other than the statements herein and in the Notice, to 

the extent necessary, or as otherwise provided in the Supplemental Agreement) unless and until 

the Court otherwise directs or a dispute arises between Lead Plaintiff and Groupon concerning its 

interpretation or application, in which event the Parties shall submit the Supplemental 

Agreement to the Court in camera and request that the Court afford it confidential treatment. 

NO ADMISSION OF WRONGDOING 

36. Neither this Stipulation (whether or not consummated), including the exhibits 

hereto and the Plan of Allocation contained therein (or any other plan of allocation that may be 

approved by the Court), the negotiations leading to the execution of this Stipulation, nor any 

proceedings taken pursuant to or in connection with this Stipulation and/or approval of the 

Settlement (including any arguments proffered in connection therewith): 

(a) shall be offered against any of the Defendants’ Releasees as evidence of, or 

construed as, or deemed to be evidence of any presumption, concession, or admission by any of 

the Defendants’ Releasees with respect to the truth of any fact alleged by Lead Plaintiff or the 

validity of any claim that was or could have been asserted or the deficiency of any defense that 

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has been or could have been asserted in this Action or in any other litigation, or of any liability, 

negligence, fault, or other wrongdoing of any kind of any of the Defendants’ Releasees or in any 

way referred to for any other reason as against any of the Defendants’ Releasees, in any civil, 

criminal, or administrative action or proceeding, other than such proceedings as may be 

necessary to effectuate the provisions of this Stipulation; 

(b) shall be offered against any of the Plaintiff’s Releasees, as evidence of, or 

construed as, or deemed to be evidence of any presumption, concession, or admission by any of 

the Plaintiff’s Releasees that any of their claims are without merit, that any of the Defendants’ 

Releasees had meritorious defenses, or that damages recoverable under the Complaint would not 

have exceeded the Settlement Amount or with respect to any liability, negligence, fault, or 

wrongdoing of any kind, or in any way referred to for any other reason as against any of the 

Plaintiff’s Releasees, in any civil, criminal, or administrative action or proceeding, other than 

such proceedings as may be necessary to effectuate the provisions of this Stipulation; or 

(c) shall be construed against any of the Releasees as an admission, 

concession, or presumption that the consideration to be given hereunder represents the amount 

which could be or would have been recovered after trial; 

provided, however, that if this Stipulation is approved by the Court, the Parties and the Releasees 

and their respective counsel may refer to it to effectuate the protections from liability granted 

hereunder or otherwise to enforce the terms of the Settlement. 

MISCELLANEOUS PROVISIONS 

37. All of the exhibits attached hereto are hereby incorporated by reference as though 

fully set forth herein. Notwithstanding the foregoing, in the event that there exists a conflict or 

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inconsistency between the terms of this Stipulation and the terms of any exhibit attached hereto, 

the terms of the Stipulation shall prevail. 

38. Groupon warrants that, as to the payments made or to be made by or on behalf of 

Groupon and the other Defendants, at the time of entering into this Stipulation and at the time of 

such payment Groupon, or to its knowledge any persons or entities contributing to the payment 

of the Settlement Amount, is not insolvent, nor will the payment required to be made by or on 

behalf of it render it insolvent, within the meaning of and/or for the purposes of the United States 

Bankruptcy Code, including §§ 101 and 547 thereof. This representation is made by Groupon 

itself not by its counsel. 

39. In the event of the entry of a final order of a court of competent jurisdiction 

determining the transfer of money to the Settlement Fund or any portion thereof by or on behalf 

of Defendants to be a preference, voidable transfer, fraudulent transfer, or similar transaction and 

any portion thereof is required to be returned, and such amount is not promptly deposited into the 

Settlement Fund by others, then, at the election of Lead Plaintiff, Lead Plaintiff and Defendants 

shall jointly move the Court to vacate and set aside the Releases given and the Judgment or 

Alternate Judgment, if applicable, entered in favor of Defendants and the other Releasees 

pursuant to this Stipulation, in which event the releases and Judgment, or Alternate Judgment, if 

applicable, shall be null and void, and the Parties shall be restored to their respective positions in 

the litigation as provided in ¶ 33 above and any cash amounts in the Settlement Fund (less any 

Taxes paid, due or owing with respect to the Settlement Fund and less any Notice and 

Administration Costs actually incurred, paid, or payable) shall be returned as provided in ¶ 33. 

40. The Parties intend this Stipulation and the Settlement to be a final and complete 

resolution of all disputes asserted or that could be asserted by Lead Plaintiff and any other 

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Settlement Class Members against the Defendants’ Releasees with respect to the Released 

Plaintiff’s Claims. Accordingly, Lead Plaintiff and his counsel and Defendants and their counsel 

agree not to assert in any forum that this Action was brought by Lead Plaintiff or defended by 

Defendants in bad faith or without a reasonable basis. No Party shall assert any claims of any 

violation of Rule 11 of the Federal Rules of Civil Procedure relating to the institution, 

prosecution, defense, or settlement of this Action. The Parties agree that the amounts paid and 

the other terms of the Settlement were negotiated at arm’s-length and in good faith by the 

Parties, including through a mediation process supervised and conducted by Mr. Melnick, and 

reflect the Settlement that was reached voluntarily after extensive negotiations and consultation 

with experienced legal counsel, who were fully competent to assess the strengths and weaknesses 

of their respective clients’ claims or defenses. 

41. While retaining their right to deny that the claims asserted in the Action were 

meritorious, Defendants and their counsel, in any statement made to any media representative 

(whether or not for attribution) will not assert that the Action was commenced or prosecuted in 

bad faith, nor will they deny that the Action was commenced and prosecuted in good faith and is 

being settled voluntarily after consultation with competent legal counsel. In all events, Lead 

Plaintiff and his counsel and Defendants and their counsel shall not make any accusations of 

wrongful or actionable conduct by either Party concerning the prosecution, defense, and 

resolution of the Action, and shall not otherwise suggest that the Settlement constitutes an 

admission of any claim or defense alleged. 

42. The terms of the Settlement, as reflected in this Stipulation, may not be modified 

or amended, nor may any of its provisions be waived, except by a writing signed on behalf of 

both Lead Plaintiff and Defendants (or their successors-in-interest). 

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43. The headings herein are used for the purpose of convenience only and are not 

meant to have legal effect. 

44. The administration and consummation of the Settlement as embodied in this 

Stipulation shall be under the authority of the Court, and the Court shall retain jurisdiction for the 

purpose of entering orders providing for awards of attorneys’ fees and Litigation Expenses to 

Plaintiff’s Counsel and enforcing the terms of this Stipulation, including the Plan of Allocation 

(or such other plan of allocation as may be approved by the Court) and the distribution of the Net 

Settlement Fund to Settlement Class Members. 

45. The waiver by one Party of any breach of this Stipulation by any other Party shall 

not be deemed a waiver of any other prior or subsequent breach of this Stipulation. 

46. This Stipulation and its exhibits and the Supplemental Agreement constitute the 

entire agreement among Lead Plaintiff and Defendants concerning the Settlement and this 

Stipulation and its exhibits. All Parties acknowledge that no other agreements, representations, 

warranties, or inducements have been made by any Party hereto concerning this Stipulation, its 

exhibits, or the Supplemental Agreement other than those contained and memorialized in such 

documents. 

47. This Stipulation may be executed in one or more counterparts, including by a 

.pdf/.tif image of the signature transmitted via email. All executed counterparts and each of them 

shall be deemed to be one and the same instrument. 

48. This Stipulation shall be binding upon and inure to the benefit of the successors 

and assigns of the Parties, including any and all Releasees and any corporation, partnership, or 

other entity into or with which any Party hereto may merge, consolidate, or reorganize. 

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49. The construction, interpretation, operation, effect, and validity of this Stipulation, 

the Supplemental Agreement and all documents necessary to effectuate it shall be governed by 

the internal laws of the State of Illinois without regard to conflicts of laws, except to the extent 

that federal law requires that federal law govern. 

50. Any action arising under or to enforce this Stipulation or any portion thereof, shall 

be commenced and maintained only in the Court. 

51. This Stipulation shall not be construed more strictly against one Party than 

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel 

for one of the Parties, it being recognized that this Stipulation is the result of arm’s-length 

negotiations between the Parties and all Parties have contributed substantially and materially to 

the preparation of this Stipulation. 

52. All counsel and any other person executing this Stipulation and any of the 

exhibits hereto, or any related Settlement documents, warrant and represent that they have the 

full authority to do so and that they have the authority to take appropriate action required or 

permitted to be taken pursuant to the Stipulation to effectuate its terms. 

53. Lead Counsel and Defendants’ Counsel agree to cooperate fully with one another 

in seeking Court approval of the Preliminary Approval Order and the Settlement, as embodied in 

this Stipulation, and to use best efforts to promptly agree upon and execute all such other 

documentation as may be reasonably required to obtain final approval by the Court of the 

Settlement. 

54. If any Party is required to give notice to another Party under this Stipulation, such 

notice shall be in writing and shall be deemed to have been duly given upon receipt of hand 

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36 

delivery or email transmission, with confirmation of receipt. Notice shall be provided as 

follows: 

If to Lead Plaintiff or Lead Counsel: Kirby McInerney LLP 

Attn: Thomas W. Elrod, Esq. 

250 Park Avenue, Suite 820 

New York, NY 10177 

Telephone: (212) 371-6600 

Email: telrod@kmllp.com 

-andGlancy Prongay & Murray LLP 

Attn: Leanne H. Solish, Esq. 

1925 Century Park East, Suite 2100 

Los Angeles, CA 90067 

Telephone: (310) 201-9150 

Email: lsolish@glancylaw.com 

If to Defendants: Skadden, Arps, Slate, Meagher & Flom LLP 

Attn: Matthew R. Kipp, Esq. 

155 N. Wacker Drive 

Chicago, IL 60606 

Telephone: (312) 407-0728 

Email: matthew.kipp@skadden.com 

55. Except as otherwise provided herein, each Party shall bear its own costs. 

56. Whether or not the Stipulation is approved by the Court and whether or not the 

Stipulation is consummated, or the Effective Date occurs, the Parties and their counsel shall use 

their best efforts to keep all negotiations, discussions, acts performed, agreements, drafts, 

documents signed and proceedings in connection with the Stipulation confidential. 

57. All agreements made and orders entered during the course of this Action relating 

to the confidentiality of information shall survive this Settlement. 

58. Defendants shall be responsible for timely service of any notices that might be 

required pursuant to the Class Action Fairness Act, 28 U.S.C. § 1715 (“CAFA”). Defendants 

shall provide a copy of such notices as well as proof of service of such notices to Lead Counsel. 

In accordance with 28 U.S.C. § 1715(d), the Settlement Hearing shall not be held earlier than 

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37 

ninety (90) days after any such requisite notices are served. Defendants shall bear all cost and 

expenses associated with providing CAFA notice. 

59. No opinion or advice concerning the tax consequences of the proposed Settlement 

to individual Settlement Class Members is being given or will be given by the Parties or their 

counsel; nor is any representation or warranty in this regard made by virtue of this Stipulation. 

Each Settlement Class Member’s tax obligations, and the determination thereof, are the sole 

responsibility of the Settlement Class Member, and it is understood that the tax consequences 

may vary depending on the particular circumstances of each individual Settlement Class 

Member. 

IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation to be 

executed, by their duly authorized attorneys, as of June 24, 2022. 

KIRBY MCINERNEY LLP 

By: /s/ Thomas W. Elrod 

Thomas W. Elrod 

250 Park Avenue, Suite 820 

New York, NY 10177 

Telephone: (212) 371-6600 

Email: telrod@kmllp.com 

-andGLANCY PRONGAY & MURRAY LLP 

By: /s/ Kara M. Wolke 

Kara M. Wolke 

1925 Century Park East, Suite 2100 

Los Angeles, CA 90067 

Telephone: (310) 201-9150 

Email: kwolke@glancylaw.com 

Lead Counsel for Lead Plaintiff 

and the Settlement Class

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38 

POMERANTZ LLP 

Louis C. Ludwig 

10 South LaSalle Street, Suite 3505 

Chicago, IL 60603 

Telephone: (312) 377-1181 

Email: lcludwig@pomlaw.com 

Liaison Counsel for Lead Plaintiff and the 

Settlement Class

SKADDEN, ARPS, SLATE, MEAGHER 

& FLOM LLP 

By: /s/ Matthew R. Kipp

 Matthew R. Kipp 

155 N. Wacker Drive 

Chicago, IL 60606 

Telephone: (312) 407-0728 

Email: matthew.kipp@skadden.com 

Counsel for Defendants 

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Exhibit A 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION

LAZAR MACOVSKI, Individually and On 

Behalf of All Others Similarly Situated, 

 Plaintiff, 

 v. 

GROUPON, INC., RICH WILLIAMS, and 

MELISSA THOMAS, 

 

 Defendants 

Case No. 1:20-cv-02581 

Honorable Matthew F. Kennelly 

[PROPOSED] ORDER PRELIMINARILY APPROVING 

SETTLEMENT AND PROVIDING FOR NOTICE 

 WHEREAS, a class action is pending in this Court entitled Macovski v. Groupon, Inc. et 

al., No. 1:20-cv-02581 (the “Action”); 

 WHEREAS, (a) Lead Plaintiff Fadi E. Rahal, on behalf of himself and the Settlement 

Class (defined below), and (b) defendant Groupon, Inc. (“Groupon”) and defendants Rich 

Williams and Melissa Thomas (collectively, “Individual Defendants,” and, together with 

Groupon, “Defendants;” and together with Lead Plaintiff, the “Parties”) have determined to settle 

all claims asserted against Defendants in this Action with prejudice on the terms and conditions 

set forth in the Stipulation and Agreement of Settlement dated June 24, 2022 (the “Stipulation”) 

subject to approval of this Court (the “Settlement”); 

WHEREAS, Lead Plaintiff has made an application, pursuant to Rule 23 of the Federal 

Rules of Civil Procedure, for an order preliminarily approving the Settlement in accordance with 

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the Stipulation, certifying the Settlement Class for purposes of the Settlement only, and allowing 

notice to Settlement Class Members as more fully described herein; 

WHEREAS, the Court has read and considered: (a) Lead Plaintiff’s motion for 

preliminary approval of the Settlement, and the papers filed and arguments made in connection 

therewith; and (b) the Stipulation and the exhibits attached thereto; and 

WHEREAS, unless otherwise defined herein, all capitalized words contained herein shall 

have the same meanings as they have in the Stipulation; 

NOW THEREFORE, IT IS HEREBY ORDERED: 

1. Class Certification for Settlement Purposes – Pursuant to Rule 23(a) and (b)(3) 

of the Federal Rules of Civil Procedure, the Court certifies, solely for purposes of effectuating 

the proposed Settlement, a Settlement Class consisting of all persons and entities who or that, 

between July 30, 2019, and February 18, 2020, inclusive (the “Settlement Class Period”), 

purchased or otherwise acquired Groupon common stock and were damaged thereby. Excluded 

from the Settlement Class are: (i) Defendants; (ii) any person who served as a control person, 

executive officer and/or director of Groupon during the Settlement Class Period, and members of 

his or her Immediate Family; (iii) present and former parents, subsidiaries, assigns, successors, 

affiliates, and predecessors of Groupon; (iv) any entity in which Defendants have or had a 

controlling interest during the Settlement Class Period; (v) any trust of which any Individual 

Defendant is the settlor or that is for the benefit of any Individual Defendant and/or member(s) of 

his or her Immediate Family; and (vi) the legal representatives, heirs, successors, and assigns of 

any person or entity excluded under provisions (i) through (v) hereof. Also excluded from the 

Settlement Class are any persons and entities who or that validly exclude themselves by 

submitting a request for exclusion that is accepted by the Court. 

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2. Class Findings – Solely for purposes of the proposed Settlement of this Action, 

the Court finds that each element required for certification of the Settlement Class pursuant to 

Rule 23 of the Federal Rules of Civil Procedure has been met: (a) the members of the Settlement 

Class are so numerous that their joinder in the Action would be impracticable; (b) there are 

questions of law and fact common to the Settlement Class that predominate over any individual 

questions; (c) the claims of Lead Plaintiff in the Action are typical of the claims of the 

Settlement Class; (d) Lead Plaintiff and Lead Counsel have and will fairly and adequately 

represent and protect the interests of the Settlement Class; and (e) a class action is superior to 

other available methods for the fair and efficient adjudication of the Action. 

3. The Court hereby finds and concludes that pursuant to Rule 23 of the Federal 

Rules of Civil Procedure, and for the purposes of the Settlement only, Lead Plaintiff Fadi E. 

Rahal is an adequate class representative and certifies him as Class Representative for the 

Settlement Class. The Court also appoints Lead Counsel, Kirby McInerney LLP and Glancy 

Prongay & Murray LLP, as Class Counsel for the Settlement Class, pursuant to Rule 23(g) of the 

Federal Rules of Civil Procedure. 

4. Preliminary Approval of the Settlement – The Court hereby preliminarily 

approves the Settlement, as embodied in the Stipulation, as being fair, reasonable, and adequate 

to the Settlement Class, subject to further consideration at the Settlement Hearing to be 

conducted as described below. 

5. Settlement Hearing – The Court will hold a settlement hearing (the “Settlement 

Hearing”) on _____________, 2022 at __:__ _.m. in Courtroom 2103 of the Everett McKinley 

Dirksen United States Courthouse, 219 S. Dearborn Street, Chicago, IL 60604, for the following 

purposes: (a) to determine whether the proposed Settlement on the terms and conditions provided 

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for in the Stipulation is fair, reasonable, and adequate to the Settlement Class, and should be 

approved by the Court; (b) to determine whether a Judgment substantially in the form attached as 

Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against 

Defendants; (c) to determine whether the proposed Plan of Allocation for the proceeds of the 

Settlement is fair and reasonable and should be approved; (d) to determine whether the motion 

by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses 

should be approved; and (e) to consider any other matters that may properly be brought before 

the Court in connection with the Settlement. Notice of the Settlement and the Settlement 

Hearing shall be given to Settlement Class Members as set forth in paragraph 7 of this Order. 

6. The Court may adjourn the Settlement Hearing without further notice to the 

Settlement Class, and may approve the proposed Settlement with such modifications as the 

Parties may agree to, if appropriate, without further notice to the Settlement Class. As set forth 

in the Notice, the Court reserves the right to hold the Settlement Hearing telephonically or via 

videoconference. 

7. Retention of Claims Administrator and Manner of Giving Notice – Lead 

Counsel is hereby authorized to retain Epiq Class Action & Claims Solutions, Inc. (the “Claims 

Administrator”) to supervise and administer the notice procedure in connection with the 

proposed Settlement as well as the processing of Claims as more fully set forth below. Notice of 

the Settlement and the Settlement Hearing shall be given by Lead Counsel as follows: 

(a) within ten (10) business days of the date of entry of this Order, Groupon 

shall provide or cause to be provided to the Claims Administrator in electronic format (at no cost 

to the Settlement Fund, Lead Counsel, or the Claims Administrator) its list(s) of shareholders of 

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record (consisting of names and addresses) for the Groupon common stock during the Settlement 

Class Period; 

(b) not later than twenty (20) business days after the date of entry of this 

Order (the “Notice Date”), the Claims Administrator shall cause a copy of the Notice and the 

Claim Form, substantially in the forms attached hereto as Exhibits 1 and 2, respectively (the 

“Notice Packet”), to be mailed by first-class mail to potential Settlement Class Members at the 

addresses set forth in the records provided by Groupon or in the records that Groupon causes to 

be provided, or who otherwise may be identified through further reasonable effort; 

(c) contemporaneously with the mailing of the Notice Packet, the Claims 

Administrator shall cause copies of the Notice and the Claim Form to be posted on a website to 

be developed for the Settlement, from which copies of the Notice and Claim Form can be 

downloaded; 

(d) not later than ten (10) business days after the Notice Date, the Claims 

Administrator shall cause the Summary Notice, substantially in the form attached hereto as 

Exhibit 3, to be published once in Investor’s Business Daily and to be transmitted once over the 

PR Newswire; and 

(e) not later than seven (7) calendar days prior to the Settlement Hearing, 

Lead Counsel shall serve on Defendants’ Counsel and file with the Court proof, by affidavit or 

declaration, of such mailing and publication. 

8. Approval of Form and Content of Notice – The Court (a) approves, as to form 

and content, the Notice, the Claim Form, and the Summary Notice, attached hereto as Exhibits 1, 

2, and 3, respectively, and (b) finds that the mailing and distribution of the Notice and Claim 

Form and the publication of the Summary Notice in the manner and form set forth in paragraph 7 

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of this Order (i) is the best notice practicable under the circumstances; (ii) constitutes notice that 

is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the 

pendency of the Action, of the effect of the proposed Settlement (including the Releases to be 

provided thereunder), of Lead Counsel’s motion for an award of attorneys’ fees and 

reimbursement of Litigation Expenses, of their right to object to the Settlement, the Plan of 

Allocation, and/or Lead Counsel’s motion for attorneys’ fees and reimbursement of Litigation 

Expenses, of their right to exclude themselves from the Settlement Class, and of their right to 

appear at the Settlement Hearing; (iii) constitutes due, adequate, and sufficient notice to all 

persons and entities entitled to receive notice of the proposed Settlement; and (iv) satisfies the 

requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution 

(including the Due Process Clause), the Private Securities Litigation Reform Act of 1995, 15 

U.S.C. § 78u-4, as amended, and all other applicable law and rules. The date and time of the 

Settlement Hearing shall be included in the Notice and Summary Notice before they are mailed 

and published, respectively. 

9. Nominee Procedures – Brokers and other nominees who purchased or otherwise 

acquired Groupon common stock during the Settlement Class Period for the benefit of another 

person or entity shall (a) within seven (7) calendar days of receipt of the Notice, request from the 

Claims Administrator sufficient copies of the Notice Packet to forward to all such beneficial 

owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all 

such beneficial owners; or (b) within seven (7) calendar days of receipt of the Notice, send a list 

of the names and addresses of all such beneficial owners to the Claims Administrator in which 

event the Claims Administrator shall promptly mail the Notice Packet to such beneficial owners. 

Upon full compliance with these directions, such nominees may seek reimbursement of their 

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reasonable expenses actually incurred, up to a maximum of $0.50 per Notice Packet mailed; 

$0.05 per Notice Packet transmitted by email; or $0.10 per name, mailing address, and email 

address (to the extent available) provided to the Claims Administrator, by providing the Claims 

Administrator with proper documentation supporting the expenses for which reimbursement is 

sought. Such properly documented expenses incurred by nominees in compliance with the terms 

of this Order shall be paid from the Settlement Fund, with any disputes as to the reasonableness 

or documentation of expenses incurred subject to review by the Court. 

10. Participation in the Settlement – Settlement Class Members who wish to 

participate in the Settlement and to be eligible to receive a distribution from the Net Settlement 

Fund must complete and submit a Claim Form in accordance with the instructions contained 

therein. Unless the Court orders otherwise, all Claim Forms must be postmarked no later than 

one hundred twenty (120) calendar days after the Notice Date. Notwithstanding the foregoing, 

Lead Counsel may, at its discretion, accept for processing late Claims provided such acceptance 

does not delay the distribution of the Net Settlement Fund to the Settlement Class. By 

submitting a Claim, a person or entity shall be deemed to have submitted to the jurisdiction of 

the Court with respect to his, her, or its Claim and the subject matter of the Settlement. 

11. Each Claim Form submitted must satisfy the following conditions: (a) it must be 

properly completed, signed and submitted in a timely manner in accordance with the provisions 

of the preceding paragraph; (b) it must be accompanied by adequate supporting documentation 

for the transactions and holdings reported therein, in the form of broker confirmation slips, 

broker account statements, an authorized statement from the broker containing the transactional 

and holding information found in a broker confirmation slip or account statement, or such other 

documentation as is deemed adequate by Lead Counsel or the Claims Administrator; (c) if the 

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person executing the Claim Form is acting in a representative capacity, a certification of his, her, 

or its current authority to act on behalf of the Settlement Class Member must be included in the 

Claim Form to the satisfaction of Lead Counsel or the Claims Administrator; and (d) the Claim 

Form must be complete and contain no material deletions or modifications of any of the printed 

matter contained therein and must be signed under penalty of perjury. 

12. Any Settlement Class Member who does not timely and validly submit a Claim 

Form or whose Claim is not otherwise approved by the Court: (a) shall be deemed to have 

waived his, her, or its right to share in the Net Settlement Fund; (b) shall be forever barred from 

participating in any distributions therefrom; (c) shall be bound by the provisions of the 

Stipulation and the Settlement and all proceedings, determinations, orders, and judgments in the 

Action relating thereto, including, without limitation, the Judgment or Alternate Judgment, if 

applicable, and the Releases provided for therein, whether favorable or unfavorable to the 

Settlement Class; and (d) will be barred from commencing, maintaining, or prosecuting any of 

the Released Plaintiff’s Claims against each and all of the Defendants’ Releasees, as more fully 

described in the Stipulation and Notice. Notwithstanding the foregoing, late Claim Forms may 

be accepted for processing as set forth in paragraph 10 above. 

13. Exclusion From the Settlement Class – Any member of the Settlement Class 

who wishes to exclude himself, herself, or itself from the Settlement Class must request 

exclusion in writing within the time and in the manner set forth in the Notice, which shall 

provide that: (a) any such request for exclusion from the Settlement Class must be mailed or 

delivered such that it is received no later than twenty-one (21) calendar days prior to the 

Settlement Hearing, to: Macovski v. Groupon, Inc., EXCLUSIONS, c/o Epiq, P.O. Box 2648, 

Portland, OR 97208-2648, and (b) each request for exclusion must (i) state the name, address, 

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and telephone number of the person or entity requesting exclusion, and in the case of entities, the 

name and telephone number of the appropriate contact person; (ii) state that such person or entity 

“requests exclusion from the Settlement Class in Macovski v. Groupon, Inc., No. 1:20-cv02581”; (iii) state the number of shares of Groupon common stock that the person or entity 

requesting exclusion purchased/acquired and/or sold during the Settlement Class Period, as well 

as the dates and prices of each such purchase/acquisition and sale; and (iv) be signed by the 

person or entity requesting exclusion or an authorized representative. A request for exclusion 

shall not be effective unless it provides all the required information and is received within the 

time stated above, or is otherwise accepted by the Court. 

14. Any person or entity who or that timely and validly requests exclusion in 

compliance with the terms stated in this Order and is excluded from the Settlement Class shall 

not be a Settlement Class Member, shall not be bound by the terms of the Settlement or any 

orders or judgments in the Action, and shall not receive any payment out of the Net Settlement 

Fund. 

15. Any Settlement Class Member who or that does not timely and validly request 

exclusion from the Settlement Class in the manner stated in this Order: (a) shall be deemed to 

have waived his, her, or its right to be excluded from the Settlement Class; (b) shall be forever 

barred from requesting exclusion from the Settlement Class in this or any other proceeding; (c) 

shall be bound by the provisions of the Stipulation and Settlement and all proceedings, 

determinations, orders, and judgments in the Action, including, but not limited to, the Judgment 

or Alternate Judgment, if applicable, and the Releases provided for therein, whether favorable or 

unfavorable to the Settlement Class; and (d) will be barred from commencing, maintaining, or 

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prosecuting any of the Released Plaintiff’s Claims against any of the Defendants’ Releasees, as 

more fully described in the Stipulation and Notice. 

16. Appearance and Objections at Settlement Hearing – Any Settlement Class 

Member who does not request exclusion from the Settlement Class may enter an appearance in 

the Action, at his, her, or its own expense, individually or through counsel of his, her, or its own 

choice, by filing with the Clerk of Court and delivering a notice of appearance to both Lead 

Counsel and Defendants’ Counsel, at the addresses set forth in paragraph 17 below, such that it is 

received no later than twenty-one (21) calendar days prior to the Settlement Hearing, or as the 

Court may otherwise direct. Any Settlement Class Member who does not enter an appearance 

will be represented by Lead Counsel. 

17. Any Settlement Class Member who does not request exclusion from the 

Settlement Class may file a written objection to the proposed Settlement, the proposed Plan of 

Allocation, and/or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of 

Litigation Expenses and appear and show cause, if he, she, or it has any cause, why the proposed 

Settlement, the proposed Plan of Allocation, and/or Lead Counsel’s motion for attorneys’ fees 

and reimbursement of Litigation Expenses should not be approved; provided, however, that no 

Settlement Class Member shall be heard or entitled to contest the approval of the terms and 

conditions of the proposed Settlement, the proposed Plan of Allocation, and/or the motion for 

attorneys’ fees and reimbursement of Litigation Expenses unless that person or entity has filed a 

written objection with the Court and served copies of such objection on Lead Counsel and 

Defendants’ Counsel at the addresses set forth below such that they are received no later than 

twenty-one (21) calendar days prior to the Settlement Hearing. 

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Lead Counsel 

Kirby McInerney LLP 

Thomas W. Elrod, Esq. 

250 Park Avenue, Suite 820 

New York, NY 10177 

-andGlancy Prongay & Murray LLP 

Leanne H. Solish, Esq. 

1925 Century Park East, Suite 2100 

Los Angeles, CA 90067 

Defendants’ Counsel 

Skadden, Arps, Slate, Meagher & Flom LLP 

Matthew R. Kipp, Esq. 

155 N. Wacker Drive 

Chicago, IL 60606 

18. Any objections, filings, and other submissions by the objecting Settlement 

Class Member: (a) must state the name, address, and telephone number of the person or entity 

objecting and must be signed by the objector; (b) must contain a statement of the Settlement 

Class Member’s objection or objections, and the specific reasons for each objection, including 

any legal and evidentiary support the Settlement Class Member wishes to bring to the Court’s 

attention; and (c) must include documents sufficient to prove membership in the Settlement 

Class, including the number of shares of Groupon common stock that the objecting Settlement 

Class Member purchased/acquired and/or sold during the Settlement Class Period, as well as the 

dates and prices of each such purchase/acquisition and sale. Objectors who enter an appearance 

and desire to present evidence at the Settlement Hearing in support of their objection must 

include in their written objection or notice of appearance the identity of any witnesses they may 

call to testify and any exhibits they intend to introduce into evidence at the hearing. 

19. Any Settlement Class Member who or that does not make his, her, or its objection 

in the manner provided herein shall be deemed to have waived his, her, or its right to object to 

any aspect of the proposed Settlement, the proposed Plan of Allocation, and Lead Counsel’s 

motion for an award of attorneys’ fees and reimbursement of Litigation Expenses and shall be 

forever barred and foreclosed from objecting to the fairness, reasonableness, or adequacy of the 

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Settlement, the Plan of Allocation, or the requested attorneys’ fees and Litigation Expenses, or 

from otherwise being heard concerning the Settlement, the Plan of Allocation, or the requested 

attorneys’ fees and Litigation Expenses in this or any other proceeding. 

20. Stay and Temporary Injunction – Until otherwise ordered by the Court, the 

Court stays all proceedings in the Action other than proceedings necessary to carry out or 

enforce the terms and conditions of the Stipulation. Pending final determination of whether the 

Settlement should be approved, the Court bars and enjoins Lead Plaintiff, and all other members 

of the Settlement Class, from commencing or prosecuting any and all of the Released Plaintiff’s 

Claims against each and all of the Defendants’ Releasees. 

21. Settlement Administration Fees and Expenses – All reasonable costs incurred 

in identifying Settlement Class Members and notifying them of the Settlement as well as in 

administering the Settlement shall be paid as set forth in the Stipulation without further order of 

the Court. 

22. Settlement Fund – The contents of the Settlement Fund held by The Huntington 

National Bank (which the Court approves as the Escrow Agent), shall be deemed and considered 

to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until 

such time as they shall be distributed pursuant to the Stipulation and/or further order(s) of the 

Court.

23. Taxes – Lead Counsel is authorized and directed to prepare any tax returns and 

any other tax reporting form for or in respect to the Settlement Fund, to pay from the Settlement 

Fund any Taxes owed with respect to the Settlement Fund, and to otherwise perform all 

obligations with respect to Taxes and any reporting or filings in respect thereof without further 

order of the Court in a manner consistent with the provisions of the Stipulation. 

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24. Termination of Settlement – If the Settlement is terminated as provided in the 

Stipulation, the Settlement is not approved, or the Effective Date of the Settlement otherwise 

fails to occur, this Order shall be vacated, rendered null and void, and be of no further force and 

effect, except as otherwise provided by the Stipulation, and this Order shall be without prejudice 

to the rights of Lead Plaintiff, the other Settlement Class Members, and Defendants, and the 

Parties shall revert to their respective positions in the Action as of May 6, 2022, as provided in 

the Stipulation. 

25. Use of this Order – Neither this Order, the Stipulation (whether or not 

consummated), including the exhibits thereto and the Plan of Allocation contained therein (or 

any other plan of allocation that may be approved by the Court), the negotiations leading to the 

execution of the Stipulation, nor any proceedings taken pursuant to or in connection with the 

Stipulation and/or approval of the Settlement (including any arguments proffered in connection 

therewith): (a) shall be offered against any of the Defendants’ Releasees as evidence of, or 

construed as, or deemed to be evidence of any presumption, concession, or admission by any of 

the Defendants’ Releasees with respect to the truth of any fact alleged by Lead Plaintiff or the 

validity of any claim that was or could have been asserted or the deficiency of any defense that 

has been or could have been asserted in this Action or in any other litigation, or of any liability, 

negligence, fault, or other wrongdoing of any kind of any of the Defendants’ Releasees or in any 

way referred to for any other reason as against any of the Defendants’ Releasees, in any civil, 

criminal, or administrative action or proceeding, other than such proceedings as may be 

necessary to effectuate the provisions of the Stipulation; (b) shall be offered against any of the 

Plaintiff’s Releasees, as evidence of, or construed as, or deemed to be evidence of any 

presumption, concession, or admission by any of the Plaintiff’s Releasees that any of their claims 

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are without merit, that any of the Defendants’ Releasees had meritorious defenses, or that 

damages recoverable under the Complaint would not have exceeded the Settlement Amount or 

with respect to any liability, negligence, fault, or wrongdoing of any kind, or in any way referred 

to for any other reason as against any of the Plaintiff’s Releasees, in any civil, criminal, or 

administrative action or proceeding, other than such proceedings as may be necessary to 

effectuate the provisions of the Stipulation; or (c) shall be construed against any of the Releasees 

as an admission, concession, or presumption that the consideration to be given under the 

Settlement represents the amount that could be or would have been recovered after trial; 

provided, however, that if the Stipulation is approved by the Court, the Parties and the Releasees 

and their respective counsel may refer to it to effectuate the protections from liability granted 

thereunder or otherwise to enforce the terms of the Settlement. 

26. Supporting Papers – Lead Counsel shall file and serve the opening papers in 

support of the proposed Settlement, the Plan of Allocation, and Lead Counsel’s motion for an 

award of attorneys’ fees and reimbursement of Litigation Expenses no later than thirty-five (35) 

calendar days prior to the Settlement Hearing; and reply papers, if any, shall be filed and served 

no later than seven (7) calendar days prior to the Settlement Hearing. 

27. The Court retains jurisdiction to consider all further applications arising out of or 

connected with the proposed Settlement. 

SO ORDERED this _________ day of __________________, 202__. 

 ________________________________________ 

The Honorable Matthew F. Kennelly 

United States District Judge 

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 Exhibit A-1 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LAZAR MACOVSKI, Individually and On 

Behalf of All Others Similarly Situated, 

 Plaintiff, 

 v. 

GROUPON, INC., RICH WILLIAMS, and 

MELISSA THOMAS, 

 

 Defendants 

Case No. 1:20-cv-02581 

Honorable Matthew F. Kennelly 

NOTICE OF (I) PENDENCY OF CLASS ACTION, CERTIFICATION OF 

SETTLEMENT CLASS, AND PROPOSED SETTLEMENT; (II) SETTLEMENT 

FAIRNESS HEARING; AND (III) MOTION FOR AN AWARD OF 

ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES 

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected 

by the above-captioned securities class action (the “Action”) pending in the United States 

District Court for the Northern District of Illinois (the “Court”), if, during the period between 

July 30, 2019 and February 18, 2020, inclusive (the “Settlement Class Period”), you purchased 

or otherwise acquired the common stock of Groupon Inc. (“Groupon” or the “Company”).1

NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Lead Plaintiff, Fadi 

E. Rahal (“Lead Plaintiff”), on behalf of himself and the Settlement Class (as defined in ¶ 24 

below), have reached a proposed settlement of the Action for $13,500,000 in cash that, if 

approved, will resolve all claims in the Action (the “Settlement”).

PLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you 

may have, including the possible receipt of cash from the Settlement. If you are a member 

of the Settlement Class, your legal rights will be affected whether or not you act. 

If you have any questions about this Notice, the proposed Settlement, or your eligibility to 

participate in the Settlement, please DO NOT contact Groupon, any other Defendants in 

1

 All capitalized terms used in this Notice that are not otherwise defined herein shall have the 

meanings ascribed to them in the Stipulation and Agreement of Settlement dated June 24, 2022 

(the “Stipulation”), which is available at www.GrouponSecuritiesSettlement.com. 

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2 

the Action, or their counsel. All questions should be directed to Lead Counsel or the 

Claims Administrator (see ¶ 85 below). 

1. Description of the Action and the Settlement Class: This Notice relates to a proposed 

Settlement of claims in a pending securities class action brought by investors alleging, among 

other things, that defendants Groupon, Rich Williams (“Williams”) and Melissa Thomas 

(“Thomas”) (collectively, “Defendants”)2 violated the federal securities laws by making false 

and misleading statements and omissions regarding Groupon. A more detailed description of the 

Action is set forth in paragraphs 11-23 below. The proposed Settlement, if approved by the 

Court, will settle claims of the Settlement Class, as defined in paragraph 24 below. 

2. Statement of the Settlement Class’s Recovery: Subject to Court approval, Lead 

Plaintiff, on behalf of himself and the Settlement Class, has agreed to settle the Action in 

exchange for a settlement payment of $13,500,000 in cash (the “Settlement Amount”) to be 

deposited into an escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus 

any and all interest earned thereon (the “Settlement Fund”) less (a) any Taxes, (b) any Notice 

and Administration Costs, (c) any Litigation Expenses awarded by the Court, and (d) any 

attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation 

that is approved by the Court, which will determine how the Net Settlement Fund shall be 

allocated among members of the Settlement Class. The proposed plan of allocation (the “Plan of 

Allocation”) is set forth in paragraphs 50-68 below. 

3. Estimate of Average Amount of Recovery Per Share: Based on Lead Plaintiff’s 

damages expert’s estimates of the number of shares of Groupon common stock purchased during 

the Settlement Class Period that may have been affected by the conduct at issue in the Action 

and assuming that all Settlement Class Members elect to participate in the Settlement, the 

estimated average recovery (before the deduction of any Court-approved fees, expenses and 

costs as described herein) per eligible share is $0.14. Settlement Class Members should note, 

however, that the foregoing average recovery per share is only an estimate. Some Settlement 

Class Members may recover more or less than this estimated amount depending on, among other 

factors, when and at what prices they purchased/acquired or sold their shares of Groupon 

common stock, and the total number of valid Claim Forms submitted. Distributions to 

Settlement Class Members will be made based on the Plan of Allocation set forth herein (see

paragraphs 50-68 below) or such other plan of allocation as may be ordered by the Court. 

4. Average Amount of Damages Per Share: The Parties do not agree on the average 

amount of damages per share that would be recoverable if Lead Plaintiff were to prevail in the 

Action. Among other things, Defendants do not agree with the assertion that they violated the 

federal securities laws or that any damages were suffered by any members of the Settlement 

Class as a result of Defendants’ conduct. 

5. Attorneys’ Fees and Expenses Sought: Plaintiff’s Counsel, which have been 

prosecuting the Action on a wholly contingent basis since its inception in 2020, have not 

received any payment of attorneys’ fees for their representation of the Settlement Class and have 

advanced the funds to pay expenses necessarily incurred to prosecute this Action. Courtappointed Lead Counsel, Kirby McInerney LLP and Glancy Prongay & Murray LLP, will apply 

2

 Defendants Williams and Thomas are collectively referred to herein as “Individual 

Defendants.”

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3 

to the Court for an award of attorneys’ fees for all Plaintiff’s Counsel in an amount not to exceed 

331⁄3% of the Settlement Fund. In addition, Lead Counsel will apply for reimbursement of 

Litigation Expenses paid or incurred in connection with the institution, prosecution, and 

resolution of the claims against the Defendants, in an amount not to exceed $350,000, which may 

include an application for reimbursement of the reasonable costs and expenses incurred by Lead 

Plaintiff directly related to his representation of the Settlement Class in an amount not to exceed 

$5,000. Any fees and expenses awarded by the Court will be paid from the Settlement Fund. 

Settlement Class Members are not personally liable for any such fees or expenses. Estimates of 

the average cost per affected share of Groupon common stock, if the Court approves Lead 

Counsel’s fee and expense application, is $0.05 per eligible share. 

6. Identification of Attorneys’ Representatives: Lead Plaintiff and the Settlement Class 

are represented by Thomas W. Elrod, Esq. of Kirby McInerney LLP, 250 Park Avenue, Suite 

820, New York, NY 10177, (212) 371-6600, telrod@kmllp.com and Leanne H. Solish, Esq. of 

Glancy Prongay & Murray LLP, 1925 Century Park East, Suite 2100, Los Angeles, CA 90067, 

(888) 773-9224, settlements@glancylaw.com. 

7. Reasons for the Settlement: Lead Plaintiff’s principal reason for entering into the 

Settlement is the substantial immediate cash benefit for the Settlement Class without the risk or 

the delays inherent in further litigation. Moreover, the substantial cash benefit provided under 

the Settlement must be considered against the significant risk that a smaller recovery – or indeed 

no recovery at all – might be achieved after contested motions, a trial of the Action, and the 

likely appeals that would follow a trial. This process could be expected to last several years. 

Defendants, who deny all allegations of wrongdoing or liability whatsoever, are entering into the 

Settlement solely to eliminate the uncertainty, burden, and expense of further protracted 

litigation. 

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT: 

SUBMIT A CLAIM FORM 

ONLINE OR 

POSTMARKED NO LATER 

THAN _____________, 2022. 

This is the only way to be eligible to receive a payment from 

the Settlement Fund. If you are a Settlement Class Member 

and you remain in the Settlement Class, you will be bound by 

the Settlement as approved by the Court and you will give up 

any Released Plaintiff’s Claims (defined in ¶ 33 below) that 

you have against Defendants’ Releasees (defined in ¶ 34 

below), so it is in your interest to submit a Claim Form. 

EXCLUDE YOURSELF 

FROM THE SETTLEMENT 

CLASS BY SUBMITTING A 

WRITTEN REQUEST FOR 

EXCLUSION SO THAT IT 

IS RECEIVED NO LATER 

THAN _____________, 2022. 

If you exclude yourself from the Settlement Class, you will 

not be eligible to receive any payment from the Settlement 

Fund. Excluding yourself from the Settlement Class is the 

only option that allows you ever to be part of any other 

lawsuit against any of the Defendants’ Releasees concerning 

the Released Plaintiff’s Claims. 

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4 

OBJECT TO THE 

SETTLEMENT BY 

SUBMITTING A WRITTEN 

OBJECTION SO THAT IT 

IS RECEIVED NO LATER 

THAN _____________, 2022. 

If you do not like the proposed Settlement, the proposed Plan 

of Allocation, or the request for attorneys’ fees and 

reimbursement of Litigation Expenses, you may write to the 

Court and explain why you do not like one or more of them. 

You cannot object to the Settlement, the Plan of Allocation, 

or the fee and expense request unless you are a Settlement 

Class Member and do not exclude yourself from the 

Settlement Class. 

GO TO A HEARING ON 

_____________, 2022 AT 

__:__ __.M., AND FILE A 

NOTICE OF INTENTION 

TO APPEAR SO THAT IT 

IS RECEIVED NO LATER 

THAN _____________, 2022.

Filing a written objection and notice of intention to appear by 

_____________, 2022 allows you to speak in Court, at the 

discretion of the Court, about the fairness of the proposed 

Settlement, the Plan of Allocation, and/or the request for 

attorneys’ fees and reimbursement of Litigation Expenses. If 

you submit a written objection, you may (but you do not have 

to) attend the hearing and, at the discretion of the Court, 

speak to the Court about your objection. 

DO NOTHING. If you are a member of the Settlement Class and you do not 

submit a valid Claim Form, you will not be eligible to receive 

any payment from the Settlement Fund. You will, however, 

remain a member of the Settlement Class, which means that 

you give up your right to sue about the claims that are 

resolved by the Settlement and you will be bound by any 

judgments or orders entered by the Court in the Action. 

WHAT THIS NOTICE CONTAINS 

Why Did I Get This Notice? Page __ 

What Is This Case About? Page __ 

How Do I Know If I Am Affected By The Settlement? 

 Who Is Included In The Settlement Class? Page __ 

What Are Lead Plaintiff’s Reasons For The Settlement? Page __ 

What Might Happen If There Were No Settlement? Page __ 

How Are Settlement Class Members Affected By The Action 

 And The Settlement? Page __ 

How Do I Participate In The Settlement? What Do I Need To Do? Page __ 

How Much Will My Payment Be? Page __ 

What Payment Are The Attorneys For The Settlement Class Seeking? 

 How Will The Lawyers Be Paid? Page __ 

What If I Do Not Want To Be A Member Of The Settlement Class? 

 How Do I Exclude Myself? Page __ 

When And Where Will The Court Decide Whether To Approve The Settlement? 

 Do I Have To Come To The Hearing? May I Speak At The Hearing If I 

 Don’t Like The Settlement? Page __ 

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What If I Bought Shares On Someone Else’s Behalf? Page __ 

Can I See The Court File? Whom Should I Contact If I Have Questions? Page __ 

WHY DID I GET THIS NOTICE? 

8. The Court directed that this Notice be mailed to you because you or someone in your 

family or an investment account for which you serve as a custodian may have purchased or 

otherwise acquired Groupon common stock during the Settlement Class Period. The Court has 

directed us to send you this Notice because, as a potential Settlement Class Member, you have a 

right to know about your options before the Court rules on the proposed Settlement. 

Additionally, you have the right to understand how this class action lawsuit may generally affect 

your legal rights. If the Court approves the Settlement, and the Plan of Allocation (or some other 

plan of allocation), the claims administrator selected by Lead Plaintiff and approved by the Court 

will make payments pursuant to the Settlement after any objections and appeals are resolved. 

9. The purpose of this Notice is to inform you of the existence of this case, that it is a class 

action, how you might be affected, and how to exclude yourself from the Settlement Class if you 

wish to do so. It is also being sent to inform you of the terms of the proposed Settlement, and of 

a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the 

Settlement, the proposed Plan of Allocation and the motion by Lead Counsel for an award of 

attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement Hearing”). See

paragraphs 74-7575 below for details about the Settlement Hearing, including the date and 

location of the hearing. 

10. The issuance of this Notice is not an expression of any opinion by the Court concerning 

the merits of any claim in the Action, and the Court still has to decide whether to approve the 

Settlement. If the Court approves the Settlement and a plan of allocation, then payments to 

Authorized Claimants will be made after any appeals are resolved and after the completion of all 

claims processing. Please be patient, as this process can take some time to complete. 

WHAT IS THIS CASE ABOUT? 

11. A class action complaint was filed in the Court on April 28, 2020, styled Macovski v. 

Groupon Inc. et al., No. 1:20-cv-02581. 

12. By Order dated August 1, 2020, Fadi E. Rahal was appointed lead plaintiff, and his 

selection of the law firms of Kirby McInerney LLP and Glancy Prongay & Murray LLP to serve 

as Lead Counsel and Pomerantz LLP to serve as Liaison Counsel were approved by the Court. 

13. On September 22, 2020, Lead Plaintiff filed and served his Amended Class Action 

Complaint for Violation of the Federal Securities Laws (the “First Amended Complaint”) 

asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 

1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual 

Defendants under Section 20(a) of the Exchange Act. Among other things, the First Amended 

Complaint alleged that Defendants made statements that omitted material adverse information 

concerning (i) Groupon’s Goods division, (ii) Groupon’s Select loyalty program, and 

(iii) Groupon’s overall financial performance. The First Amended Complaint further alleged that 

the prices of Groupon’s publicly-traded securities were artificially inflated as a result of 

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6 

Defendants’ allegedly false and misleading statements, and declined when the truth was 

revealed. 

14. On November 23, 2020, Defendants moved to dismiss the First Amended Complaint. On 

April 28, 2021, the Court granted Defendants’ motion to dismiss, and permitted Lead Plaintiff to 

file a motion for leave to amend that includes a proposed second amended complaint that meets 

the PSLRA’s pleading requirements. 

15. On May 19, 2021, Lead Plaintiff filed and served a motion for leave to amend the First 

Amended Complaint along with a [Proposed] Second Amended Class Action Complaint for 

Violation of the Federal Securities Laws. On June 23, 2021, Defendants filed and served an 

opposition to Lead Plaintiff’s motion for leave to amend. 

16. On August 11, 2021, the Court granted Lead Plaintiff’s motion for leave to file the 

[Proposed] Second Amended Class Action Complaint for Violation of the Federal Securities 

Laws. On August 12, 2021, Lead Plaintiff filed and served the Second Amended Class Action 

Complaint for Violation of the Federal Securities Laws (the “Second Amended Complaint”), 

again asserting claims under the Exchange Act against Defendants based upon a similar set of 

allegations as the First Amended Complaint. 

17. On September 24, 2021, Defendants filed and served an answer to the Complaint. In 

addition to denying the allegations in the Complaint, the answer asserted that Defendants would 

expect to raise multiple defenses, including, but not limited to, the truthfulness of the alleged 

misstatements, the immateriality of the alleged misrepresentations and omissions, the 

nonexistence of allegedly omitted information, the reasonable basis upon which forward-looking 

statements were made, the lack of requisite scienter, and the lack of a legal duty to disclose 

allegedly withheld, later-discovered information. Moreover, to the extent Plaintiff's case rests 

primarily on allegations related to Select, Defendants would expect to show that Select was an 

early-stage loyalty program with a membership of well less than 1% of Groupon's customer base. 

18. The Parties exchanged their initial disclosures on October 1, 2021. From October 2021 

through April 2022, counsel for Lead Plaintiff and Defendants began to engage in fact discovery. 

Over the course of discovery, Lead Counsel reviewed and analyzed more than 90,000 pages of 

documents produced by Defendants and third parties. In addition to responding to discovery, 

Defendants propounded Requests for Production of Documents and written Interrogatories upon 

Lead Plaintiff, to which Lead Plaintiff responded and produced documents. 

19. While discovery was ongoing, the Parties agreed to participate in private mediation. The 

Parties selected Jed D. Melnick, Esq. of JAMS to serve as mediator. The Parties exchanged 

extensive mediation statements and exhibits that addressed, among other things, issues related to 

liability and damages. On March 15, 2022, the Parties participated in a virtual, full-day 

mediation session. The session ended without an agreement to settle and the Parties continued 

with discovery. 

20. Mr. Melnick conducted further discussions with the Parties, which culminated in a 

mediator’s recommendation to resolve the Action for $13,500,000 for the benefit of the 

Settlement Class, which the Parties accepted. 

21. Based on the investigation and mediation of the case and Lead Plaintiff’s direct oversight 

of the prosecution of this matter and with the advice of their counsel, Lead Plaintiff has agreed to 

settle and release the claims raised in the Action pursuant to the terms and provisions of the 

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Stipulation after considering, among other things: (a) the substantial financial benefit that Lead 

Plaintiff and the other members of the Settlement Class will receive under the proposed 

Settlement; and (b) the significant risks and costs of continued litigation and trial. 

22. Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden, 

and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and 

the Stipulation shall in no event be construed or deemed to be evidence of or an admission or 

concession on the part of any of the Defendants, or any other of the Defendants’ Releasees 

(defined in ¶ 34 below), with respect to any claim or allegation of any fault or liability or 

wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have, or 

could have, asserted. Similarly, the Stipulation shall in no event be construed or deemed to be 

evidence of or an admission or concession on the part of Lead Plaintiff of any infirmity in any of 

the claims asserted in the Action, or an admission or concession that any of the Defendants’ 

defenses to liability had any merit. 

23. On _____________, 2022, the Court preliminarily approved the Settlement, authorized 

this Notice to be disseminated to potential Settlement Class Members, and scheduled the 

Settlement Hearing to consider whether to grant final approval to the Settlement. 

HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT? 

WHO IS INCLUDED IN THE SETTLEMENT CLASS? 

24. If you are a member of the Settlement Class, you are subject to the Settlement, unless you 

timely request to be excluded. The Settlement Class consists of: 

all persons and entities who or that, between July 30, 2019, and February 18, 2020, 

inclusive, purchased or otherwise acquired Groupon common stock and were 

damaged thereby. 

Excluded from the Settlement Class are: (i) Defendants; (ii) any person who served as a control 

person, executive officer, and/or director of Groupon during the Settlement Class Period, and 

members of his or her Immediate Family; (iii) present and former parents, subsidiaries, assigns, 

successors, affiliates, and predecessors of Groupon; (iv) any entity in which Defendants have or 

had a controlling interest during the Settlement Class Period; (v) any trust of which any 

Individual Defendant is the settlor or that is for the benefit of any Individual Defendant and/or 

member(s) of his or her Immediate Family; and (vi) the legal representatives, heirs, successors, 

and assigns of any person or entity excluded under provisions (i) through (v) hereof. Also 

excluded from the Settlement Class are any persons or entities who or that exclude themselves 

by submitting a request for exclusion in accordance with the requirements set forth in this 

Notice. See “What If I Do Not Want To Be A Member Of The Settlement Class? How Do I 

Exclude Myself,” on page [__] below. 

PLEASE NOTE: RECEIPT OF THIS NOTICE DOES NOT MEAN THAT YOU ARE A 

SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO 

RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU ARE A SETTLEMENT 

CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE 

DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED 

TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THIS 

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NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH 

THEREIN ONLINE OR POSTMARKED NO LATER THAN _____________, 2022. 

WHAT ARE LEAD PLAINTIFF’S REASONS FOR THE SETTLEMENT? 

25. Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have 

merit. They recognize, however, the expense and length of continued proceedings necessary to 

pursue their claims against the remaining Defendants through trial and appeals, as well as the 

very substantial risks they would face in establishing liability and damages. For example, 

Defendants argued and would have continued to argue that the Select loyalty program was not 

over-indexing to Goods as of the start of the Settlement Class Period, the Select loyalty program 

was in any event not material to Groupon investors, and that Defendants had not yet decided to 

exit Groupon’s Goods business at the time of the challenged statements, contrary to Lead 

Plaintiff’s allegations. Defendants have also argued that any investor losses were not caused by 

any of the alleged misrepresentations. Additionally, Lead Plaintiff would have to prevail at 

several stages – class certification, motions for summary judgment, trial, and if he prevailed on 

those, on the appeals that would likely follow. Thus, there were very significant risks attendant 

to the continued prosecution of the Action. 

26. In light of these risks, the amount of the Settlement and the immediacy of recovery to the 

Settlement Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, 

reasonable, and adequate, and in the best interests of the Settlement Class. Lead Plaintiff and 

Lead Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, 

namely $13,500,000 in cash (less the various deductions described in this Notice), as compared 

to the risk that the claims in the Action would produce a smaller, or no recovery after summary 

judgment, trial, and appeals, possibly years in the future. 

27. Defendants have denied the claims asserted against them in the Action and deny having 

engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed 

to the Settlement solely to eliminate the burden and expense of continued litigation. 

Accordingly, the Settlement may not be construed as an admission of any wrongdoing by 

Defendants. 

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT? 

28. If there were no Settlement and Lead Plaintiff failed to establish any essential legal or 

factual element of the claims asserted against Defendants, neither Lead Plaintiff nor the other 

members of the Settlement Class would recover anything from Defendants. Also, if Defendants 

were successful in proving any of their defenses, either at summary judgment, at trial, or on 

appeal, the Settlement Class could recover substantially less than the amount provided in the 

Settlement, or nothing at all. 

HOW ARE SETTLEMENT CLASS MEMBERS AFFECTED 

BY THE ACTION AND THE SETTLEMENT? 

29. As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel, 

unless you enter an appearance through counsel of your own choice at your own expense. You 

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are not required to retain your own counsel, but if you choose to do so, such counsel must file a 

notice of appearance on your behalf and must serve copies of his or her appearance on the 

attorneys listed in the section below entitled, “When And Where Will The Court Decide Whether 

To Approve The Settlement?”. 

30. If you are a Settlement Class Member and do not wish to remain a Settlement Class 

Member, you may exclude yourself from the Settlement Class by following the instructions in 

the section below entitled, “What If I Do Not Want To Be A Member Of The Settlement Class? 

How Do I Exclude Myself?”. 

31. If you are a Settlement Class Member and you wish to object to the Settlement, the Plan 

of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation 

Expenses, and if you do not exclude yourself from the Settlement Class, you may present your 

objections by following the instructions in the section below entitled, “When And Where Will 

The Court Decide Whether To Approve The Settlement?”. 

32. If you are a Settlement Class Member and you do not exclude yourself from the 

Settlement Class, you will be bound by any orders issued by the Court. If the Settlement is 

approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with 

prejudice the claims against Defendants and will provide that, upon the Effective Date of the 

Settlement, Lead Plaintiff and each of the other Settlement Class Members, on behalf of 

themselves, and their respective heirs, executors, administrators, predecessors, successors, and 

assigns in their capacities as such, will have fully, finally, and forever compromised, settled, 

released, resolved, relinquished, waived, and discharged each and every Released Plaintiff’s 

Claim (as defined in ¶ 33 below) against Defendants’ Releasees (as defined in ¶ 34 below), and 

shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiff’s 

Claims against any of the Defendants’ Releasees. 

33. “Released Plaintiff’s Claims” means all claims and causes of action of every nature and 

description, whether known claims or Unknown Claims, whether arising under federal, state, 

common, or foreign law, that Lead Plaintiff or any other member of the Settlement Class: 

(i) asserted in the Complaint; or (ii) could have asserted in any forum that arise out of or are 

based upon the allegations, transactions, facts, matters or occurrences, representations or 

omissions involved, set forth, or referred to in the Complaint and that relate to the purchase or 

acquisition of Groupon common stock during the Settlement Class Period. However, Released 

Plaintiff’s Claims do not include: (i) any claims relating to the enforcement of the Settlement; (ii) 

any claims asserted in Frankel v. Thomas, 1:21-cv-01281-RGA (D. Del.), Estreen v. Lefkofsky, 

C.A. No. 2022-0057-PAF (Del. Ch.), Khoury v. Williams, C.A. No. 2022-0077-PAF (Del. Ch.), 

and/or Anders v. Angelakis, C.A. No. 2022-0407-MTZ (Del. Ch.); and (iii) any claims of any 

person or entity who or that submits a request for exclusion that is accepted by the Court. 

34. “Defendants’ Releasees” means Defendants and their current and former officers, 

directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, 

insurers, reinsurers, employees, and attorneys, in their capacities as such. 

35. “Unknown Claims” means any Released Plaintiffs’ Claims that Lead Plaintiff or any 

other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the 

time of the release of such claims, and any Released Defendants’ Claims that any Defendant or 

any other Defendants’ Releasee does not know or suspect to exist in his, her, or its favor at the 

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time of the release of such claims, that, if known by him, her, or it, might have affected his, her, 

or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the 

Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs and 

Defendants shall expressly waive, and each of the other Settlement Class Members and each of 

the other Defendants’ Releasees shall be deemed to have waived, and by operation of the 

Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all 

provisions, rights, and benefits conferred by any law of any state or territory of the United States, 

or principle of common law or foreign law, that is similar, comparable, or equivalent to 

California Civil Code §1542, which provides: 

A general release does not extend to claims that the creditor or releasing party 

does not know or suspect to exist in his or her favor at the time of executing the 

release and that, if known by him or her, would have materially affected his or her 

settlement with the debtor or released party. 

Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members 

and each of the other Defendants’ Releasees shall be deemed by operation of law to have 

acknowledged, that the foregoing waiver was separately bargained for and a key element of the 

Settlement. 

36. The Judgment will also provide that, upon the Effective Date of the Settlement, 

Defendants and each of the other Defendants’ Releasees, on behalf of themselves, and their 

respective heirs, executors, administrators, predecessors, successors, and assigns in their 

capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, 

relinquished, waived, and discharged each and every Released Defendants’ Claim (as defined in 

¶ 37 below) against Lead Plaintiff and other Plaintiff’s Releasees (as defined in ¶ 38 below), and 

shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ 

Claims against any of the Plaintiff’s Releasees. 

37. “Released Defendants’ Claims” means all claims and causes of action of every nature and 

description, whether known claims or Unknown Claims, whether arising under federal, state, 

common, or foreign law, that arise out of or relate in any way to the institution, prosecution, or 

settlement of the claims asserted in the Action against Defendants. Released Defendants’ Claims 

do not include any claims relating to the enforcement of the Settlement or any claims against any 

person or entity who or that submits a request for exclusion from the Settlement Class that is 

accepted by the Court. 

38. “Plaintiff’s Releasees” means Lead Plaintiff, all other plaintiffs in the Action, their 

respective attorneys, and all other Settlement Class Members, and their respective current and 

former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, 

assigns, assignees, employees, and attorneys, in their capacities as such. 

HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO? 

39. To be eligible for a payment from the proceeds of the Settlement, you must be a member 

of the Settlement Class and you must timely complete and return the Claim Form with adequate 

supporting documentation online or postmarked no later than _____________, 2022. A 

Claim Form is included with this Notice, or you may obtain one from the website maintained by 

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the Claims Administrator for the Settlement, www.GrouponSecuritiesSettlement.com, or you 

may request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 

1-866-991-0893. Please retain all records of your ownership of and transactions in Groupon 

common stock, as they may be needed to document your Claim. If you request exclusion from 

the Settlement Class or do not submit a timely and valid Claim Form, you will not be eligible to 

share in the Net Settlement Fund. 

HOW MUCH WILL MY PAYMENT BE? 

40. At this time, it is not possible to make any determination as to how much any individual 

Settlement Class Member may receive from the Settlement. 

41. Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid thirteen 

million five hundred thousand dollars ($13,500,000) in cash. The Settlement Amount will be 

deposited into an escrow account. The Settlement Amount plus any interest earned thereon is 

referred to as the “Settlement Fund.” If the Settlement is approved by the Court and the 

Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, 

state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs 

incurred in connection with determining the amount of and paying taxes owed by the Settlement 

Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and 

expenses incurred in connection with providing notice to Settlement Class Members and 

administering the Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees 

and Litigation Expenses awarded by the Court) will be distributed to Settlement Class Members 

who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other 

plan of allocation as the Court may approve. 

42. The Net Settlement Fund will not be distributed unless and until the Court has approved 

the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or 

review, whether by certiorari or otherwise, has expired. 

43. Neither Defendants nor any other person or entity that paid any portion of the Settlement 

Amount on their behalf are entitled to get back any portion of the Settlement Fund once the 

Court’s order or judgment approving the Settlement becomes Final. Defendants shall not have 

any liability, obligation, or responsibility for the administration of the Settlement, the 

disbursement of the Net Settlement Fund, or the plan of allocation. 

44. Approval of the Settlement is independent from approval of a plan of allocation. Any 

determination with respect to a plan of allocation will not affect the Settlement, if approved. 

45. Unless the Court otherwise orders, any Settlement Class Member who fails to submit a 

Claim Form online or postmarked on or before _____________, 2022 shall be fully and forever 

barred from receiving payments pursuant to the Settlement but will in all other respects remain a 

Settlement Class Member and be subject to the provisions of the Stipulation, including the terms 

of any Judgment entered and the releases given. This means that each Settlement Class Member 

releases the Released Plaintiff’s Claims (as defined in ¶ 33 above) against Defendants’ Releasees 

(as defined in ¶ 34 above) and will be enjoined and prohibited from filing, prosecuting, or 

pursuing any of the Released Plaintiff’s Claims against any of Defendants’ Releasees whether or 

not such Settlement Class Member submits a Claim Form. 

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46. Participants in and beneficiaries of a plan covered by ERISA (“ERISA Plan”) should 

NOT include any information relating to their transactions in Groupon common stock held 

through the ERISA Plan in any Claim Form that they may submit in this Action. They should 

include ONLY those shares that they purchased or acquired outside of the ERISA Plan. Claims 

based on any ERISA Plan’s purchases or acquisitions of Groupon common stock during the 

Settlement Class Period may be made by the plan’s trustees. To the extent any of the Defendants 

or any of the other persons or entities excluded from the Settlement Class are participants in the 

ERISA Plan, such persons or entities shall not receive, either directly or indirectly, any portion of 

the recovery that may be obtained from the Settlement by the ERISA Plan. 

47. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the 

Claim of any Settlement Class Member. 

48. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with 

respect to his, her, or its Claim Form. 

49. Only Settlement Class Members, i.e., persons and entities who purchased or otherwise 

acquired Groupon common stock during the Settlement Class Period will be eligible to share in 

the distribution of the Net Settlement Fund. Persons and entities that are excluded from the 

Settlement Class by definition or that exclude themselves from the Settlement Class pursuant to 

request will not be eligible to receive a distribution from the Net Settlement Fund and should not 

submit Claim Forms. The only securities that are included in the Settlement are shares of 

Groupon common stock. 

PROPOSED PLAN OF ALLOCATION 

50. The objective of the Plan of Allocation is to equitably distribute the Settlement proceeds 

to those Settlement Class Members who suffered economic losses as a proximate result of the 

alleged wrongdoing. The calculations made pursuant to the Plan of Allocation are not intended 

to be estimates of, nor indicative of, the amounts that Settlement Class Members might have 

been able to recover after a trial. Nor are the calculations pursuant to the Plan of Allocation 

intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the 

Settlement. The computations under the Plan of Allocation are only a method to weigh the 

claims of Authorized Claimants against one another for the purposes of making pro rata

allocations of the Net Settlement Fund. 

51. The Plan of Allocation generally measures the amount of loss that a Settlement Class 

Member can claim for purposes of making pro rata allocations of the cash in the Net Settlement 

Fund to Authorized Claimants. The Plan of Allocation is not a formal damage analysis. 

Recognized Loss Amounts are based primarily on the price declines observed over the period 

which Plaintiffs allege corrective information was entering the market place. In this case, Lead 

Plaintiff alleges that Defendants made false statements and omitted material facts between July 

30, 2019 through and including February 18, 2020, which had the effect of artificially inflating 

the price of Groupon common stock. The estimated alleged artificial inflation in the price of 

Groupon common stock during the Settlement Class Period is reflected in Table 1 below. The 

computation of the estimated alleged artificial inflation in the price of Groupon common stock 

during the Settlement Class Period is based on certain misrepresentations alleged by Lead 

Plaintiff and the price change in the stock in reaction to the public announcements that allegedly 

corrected the misrepresentations alleged by Lead Plaintiff. 

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52. In order to have recoverable damages, disclosures correcting the alleged 

misrepresentations must be the cause of the decline in the price of the Groupon common stock. 

In this matter, information disclosed after the market closed on February 18, 2020 allegedly 

corrected the misrepresentations alleged by Lead Plaintiff, thereby removing the alleged artificial 

inflation from the price of Groupon common stock on February 19, 2020. Accordingly, in order 

to have a Recognized Loss Amount, Groupon common stock must have been purchased or 

acquired during the Settlement Class Period and still held through market close on February 18, 

2020. 

53. To the extent a Claimant’s transactions in Groupon common stock do not satisfy the 

conditions set forth in the preceding paragraph, his, her or its Recognized Loss Amount for those 

transactions will be zero. 

Table 1 

Artificial Inflation in Groupon Common Stock3

From To Per-Share Price Inflation 

July 30, 2019 February 18, 2020 $1.35 

February 19, 2020 Thereafter $0.00 

54. The “90-day look back” provision of the Private Securities Litigation Reform Act of 

1995 (“PSLRA”) is incorporated into the calculation of the Recognized Loss Amount for 

Groupon common stock. The limitations on the calculation of the Recognized Loss Amount 

imposed by the PSLRA are applied such that losses on Groupon common stock purchased during 

the Settlement Class Period and held as of the close of the 90-day period subsequent to the 

Settlement Class Period (the “90-Day Lookback Period”) cannot exceed the difference between 

the purchase price paid for such stock and its average price during the 90-Day Lookback Period. 

The Recognized Loss Amount on Groupon common stock purchased during the Settlement Class 

Period and sold during the 90-Day Lookback Period cannot exceed the difference between the 

purchase price paid for such stock and its rolling average price during the portion of the 90-Day 

Lookback Period elapsed as of the date of sale. 

55. In the calculations below, all purchase and sale prices shall exclude any fees, taxes and 

commissions. If a Recognized Loss Amount is calculated to be a negative number, that 

Recognized Loss Amount shall be set to zero. Any transactions in Groupon common stock 

executed outside of regular trading hours for the U.S. financial markets shall be deemed to have 

occurred during the next regular trading session. 

CALCULATION OF RECOGNIZED LOSS AMOUNTS

56. Based on the formula set forth below, a “Recognized Loss Amount” shall be calculated 

for each purchase or acquisition of Groupon common stock during the Settlement Class Period 

that is listed in the Claim Form and for which adequate documentation is provided. 

I. For each share purchased during the Settlement Class Period that was sold prior to 

February 19, 2020, the Recognized Loss Amount is $0.00.

3

 After the Settlement Class Period, on June 11, 2020, Groupon stock underwent a 1-for-20 

reverse stock split. Groupon common stock prices and quantities reported herein are not

adjusted for this stock split. 

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II. For each share purchased during the Settlement Class Period that was subsequently 

sold during the period February 19, 2020 through May 18, 2020, inclusive (i.e., the 

90-Day Lookback Period), the Recognized Loss Amount is the least of:

a. $1.35; or

b. the purchase price minus the “90-Day Lookback Value” on the date of sale as 

appears in Table 2 below; or

c. the purchase price minus the sale price. 

III. For each share purchased during the Settlement Class Period and still held as of the 

close of trading on May 18, 2020, the Recognized Loss Amount is the lesser of: 

a. 1.35; or 

b. the purchase price minus the average closing price for Groupon stock during 

the 90-Day Lookback Period, which is $1.05. 

Table 2 

Sale/ 

Disposition 

Date 

90-Day 

Lookback 

Value 

Sale/ 

Disposition 

Date 

90-Day 

Lookback 

Value 

Sale/ 

Disposition 

Date 

90-Day 

Lookback 

Value 

2/19/2020 $1.70 3/19/2020 $1.13 4/20/2020 $1.00 

2/20/2020 $1.70 3/20/2020 $1.11 4/21/2020 $1.00 

2/21/2020 $1.68 3/23/2020 $1.09 4/22/2020 $1.00 

2/24/2020 $1.65 3/24/2020 $1.08 4/23/2020 $1.00 

2/25/2020 $1.62 3/25/2020 $1.07 4/24/2020 $1.01 

2/26/2020 $1.58 3/26/2020 $1.07 4/27/2020 $1.01 

2/27/2020 $1.55 3/27/2020 $1.07 4/28/2020 $1.02 

2/28/2020 $1.52 3/30/2020 $1.07 4/29/2020 $1.02 

3/2/2020 $1.50 3/31/2020 $1.07 4/30/2020 $1.03 

3/3/2020 $1.47 4/1/2020 $1.06 5/1/2020 $1.03 

3/4/2020 $1.45 4/2/2020 $1.05 5/4/2020 $1.03 

3/5/2020 $1.42 4/3/2020 $1.04 5/5/2020 $1.04 

3/6/2020 $1.40 4/6/2020 $1.04 5/6/2020 $1.04 

3/9/2020 $1.37 4/7/2020 $1.03 5/7/2020 $1.04 

3/10/2020 $1.34 4/8/2020 $1.03 5/8/2020 $1.04 

3/11/2020 $1.31 4/9/2020 $1.02 5/11/2020 $1.04 

3/12/2020 $1.28 4/13/2020 $1.02 5/12/2020 $1.04 

3/13/2020 $1.25 4/14/2020 $1.02 5/13/2020 $1.04 

3/16/2020 $1.22 4/15/2020 $1.01 5/14/2020 $1.04 

3/17/2020 $1.19 4/16/2020 $1.01 5/15/2020 $1.05 

3/18/2020 $1.16 4/17/2020 $1.00 5/18/2020 $1.05 

ADDITIONAL PROVISIONS 

57. The Net Settlement Fund will be allocated among all Authorized Claimants whose 

Distribution Amount (defined in paragraph 60 below) is $10.00 or greater . 

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58. FIFO Matching: If a Settlement Class Member has more than one 

purchase/acquisition or sale of Groupon common stock, all purchases/acquisitions and sales shall 

be matched on a First In, First Out (“FIFO”) basis. Settlement Class Period sales will be 

matched first against any holdings at the beginning of the Settlement Class Period, and then 

against purchases/acquisitions in chronological order, beginning with the earliest 

purchase/acquisition made during the Settlement Class Period. 

59. Calculation of Claimant’s “Recognized Claim”: A Claimant’s “Recognized Claim” 

under the Plan of Allocation shall be the sum of his, her or its Recognized Loss Amounts for all 

shares of the Groupon common stock. 

60. Determination of Distribution Amount: The Net Settlement Fund will be distributed 

to Authorized Claimants on a pro rata basis based on the relative size of their Recognized 

Claims. Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, 

which shall be the Authorized Claimant’s Recognized Claim divided by the total Recognized 

Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. 

If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, it will not be 

included in the calculation and no distribution will be made to such Authorized Claimant. 

61. “Purchase/Sale” Dates: Purchases or acquisitions and sales of Groupon common stock 

shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” 

or “payment” date. The receipt or grant by gift, inheritance or operation of law of Groupon 

common stock during the Settlement Class Period shall not be deemed a purchase, acquisition or 

sale of Groupon common stock for the calculation of an Authorized Claimant’s Recognized Loss 

Amount, nor shall the receipt or grant be deemed an assignment of any claim relating to the 

purchase/acquisition of any Groupon common stock unless (i) the donor or decedent purchased 

or otherwise acquired such Groupon common stock during the Settlement Class Period; (ii) no 

Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone 

else with respect to such Groupon common stock; and (iii) it is specifically so provided in the 

instrument of gift or assignment. 

62. Short Sales: The date of covering a “short sale” is deemed to be the date of purchase or 

acquisition of the Groupon common stock. The date of a “short sale” is deemed to be the date of 

sale of Groupon common stock. Under the Plan of Allocation, however, the Recognized Loss 

Amount on “short sales” is zero. In the event that a Claimant has an opening short position in 

Groupon common stock, the earliest Settlement Class Period purchases or acquisitions shall be 

matched against such opening short position, and not be entitled to a recovery, until that short 

position is fully covered. 

63. Option Contracts: Option contracts are not securities eligible to participate in the 

Settlement. With respect to Groupon common stock purchased through the exercise of an 

option, the purchase date of the Groupon common stock shall be the exercise date of the option, 

and the purchase price of the Groupon common stock shall be the strike price of Groupon 

common stock on the date of exercise. Any Recognized Loss Amount arising from purchases of 

Groupon common stock acquired during the Settlement Class Period through the exercise of an 

option on Groupon common stock shall be computed as provided for other purchases of Groupon 

common stock in the Plan of Allocation. 

64. Market Gains and Losses: To the extent a Claimant had a market gain with respect to 

his, her, or its overall transactions in Groupon common stock during the Settlement Class Period, 

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the value of the Claimant’s Recognized Claim shall be zero. To the extent that a Claimant 

suffered an overall market loss with respect to his, her, or its overall transactions in Groupon 

common stock during the Settlement Class Period, but that market loss was less than the total 

Recognized Claim calculated above, then the Claimant’s Recognized Claim shall be limited to 

the amount of the actual market loss. 

65. For purposes of determining whether a Claimant had a market gain with respect to his, 

her, or its overall transactions in Groupon common stock during the Settlement Class Period or 

suffered a market loss, the Claims Administrator shall determine the difference between (i) the 

Total Purchase Amount4

 and (ii) the sum of the Total Sales Proceeds5 and the Holding Value.6 If 

the Claimant’s Total Purchase Amount minus the sum of the Total Sales Proceeds and the 

Holding Value is a positive number, that number will be the Claimant’s market loss on such 

securities; if the number is a negative number or zero, that number will be the Claimant’s market 

gain on such securities. 

66. After the initial distribution of the Net Settlement Fund, the Claims Administrator shall 

make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. 

To the extent any monies remain in the fund nine (9) months after the initial distribution, if Lead 

Counsel, in consultation with the Claims Administrator, determines that it is cost-effective to do 

so, the Claims Administrator shall conduct a re-distribution of the funds remaining after payment 

of any unpaid fees and expenses incurred in administering the Settlement, including for such redistribution, to Authorized Claimants who have cashed their initial distributions and who would 

receive at least $10.00 from such re-distribution. Additional re-distributions to Authorized 

Claimants who have cashed their prior checks and who would receive at least $10.00 on such 

additional re-distributions may occur thereafter if Lead Counsel, in consultation with the Claims 

Administrator, determines that additional re-distributions, after the deduction of any additional 

fees and expenses incurred in administering the Settlement, including for such re-distributions, 

would be cost-effective. At such time as it is determined that the re-distribution of funds 

remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be 

contributed to non-sectarian, not-for-profit organization(s), to be recommended by Lead Counsel 

and approved by the Court. 

67. Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be 

approved by the Court, shall be conclusive against all Authorized Claimants. No person shall 

have any claim against Lead Plaintiff, Plaintiff’s Counsel, Lead Plaintiff’s damages expert, 

4 The “Total Purchase Amount” is the total amount the Claimant paid (excluding commissions 

and other charges) for all Groupon common stock purchased or acquired during the Class Period. 

5

 The Claims Administrator shall match any sales of Groupon common stock during the Class 

Period, first against the Claimant’s opening position in Groupon common stock (the proceeds of 

those sales will not be considered for purposes of calculating market gains or losses). The total 

amount received (excluding commissions and other charges) for the remaining sales of Groupon 

common stock sold during the Settlement Class Period shall be the “Total Sales Proceeds.” 

6

 The Claims Administrator shall ascribe a “Holding Value” to shares of Groupon common stock 

purchased or acquired during the Settlement Class Period and still held as of the close of trading 

on February 18, 2020, which shall be $1.05. The total calculated holding values for all Groupon 

common stock shall be the Claimant’s “Total Holding Value.” 

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Defendants, Defendants’ Counsel, or any of the other Releasees, or the Claims Administrator or 

other agent designated by Lead Counsel arising from distributions made substantially in 

accordance with the Stipulation, the plan of allocation approved by the Court, or further Orders 

of the Court. Lead Plaintiff, Defendants and their respective counsel, and all other Defendants’ 

Releasees, shall have no responsibility or liability whatsoever for the investment or distribution 

of the Settlement Fund, the Net Settlement Fund, the plan of allocation, or the determination, 

administration, calculation, or payment of any Claim Form or nonperformance of the Claims 

Administrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses 

incurred in connection therewith. 

68. The Plan of Allocation set forth herein is the plan that is being proposed to the Court for 

its approval by Lead Plaintiff after consultation with his damages expert. The Court may 

approve this plan as proposed or it may modify the Plan of Allocation without further notice to 

the Settlement Class. Any Orders regarding any modification of the Plan of Allocation will be 

posted on the settlement website, www.GrouponSecuritiesSettlement.com. 

WHAT PAYMENT ARE THE ATTORNEYS FOR THE SETTLEMENT CLASS SEEKING? 

HOW WILL THE LAWYERS BE PAID? 

69. Plaintiff’s Counsel have not received any payment for their services in pursuing claims 

against the Defendants on behalf of the Settlement Class, nor have Plaintiff’s Counsel been 

reimbursed for their out-of-pocket expenses. Before final approval of the Settlement, Lead 

Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiff’s Counsel in an 

amount not to exceed 331⁄3% of the Settlement Fund. At the same time, Lead Counsel also 

intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $350,000, 

which may include an application for reimbursement of the reasonable costs and expenses 

incurred by Lead Plaintiff directly related to his representation of the Settlement Class in an 

amount not to exceed $5,000. The Court will determine the amount of any award of attorneys’ 

fees or reimbursement of Litigation Expenses. Such sums as may be approved by the Court will 

be paid from the Settlement Fund. Settlement Class Members are not personally liable for any 

such fees or expenses. 

WHAT IF I DO NOT WANT TO BE A MEMBER OF THE SETTLEMENT CLASS? 

HOW DO I EXCLUDE MYSELF? 

70. Each Settlement Class Member will be bound by all determinations and judgments in this 

lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a 

written Request for Exclusion from the Settlement Class, addressed to Macovski v. Groupon Inc., 

EXCLUSIONS, c/o Epiq, P.O. Box 2648, Portland, OR 97208-2648. The exclusion request 

must be received no later than _____________, 2022. You will not be able to exclude yourself 

from the Settlement Class after that date. Each Request for Exclusion must (a) state the name, 

address and telephone number of the person or entity requesting exclusion, and in the case of 

entities the name and telephone number of the appropriate contact person; (b) state that such 

person or entity “requests exclusion from the Settlement Class in Macovski v. Groupon, Inc., No.

1:20-cv-02581”; (c) identify and state the number of shares of Groupon common stock that the 

person or entity requesting exclusion purchased/acquired and/or sold during the Settlement Class 

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Period (i.e., between July 30, 2019 and February 18, 2020, inclusive), as well as the dates and 

prices of each such purchase/acquisition and sale; and (d) be signed by the person or entity 

requesting exclusion or an authorized representative. A Request for Exclusion shall not be valid 

and effective unless it provides all the information called for in this paragraph and is received 

within the time stated above, or is otherwise accepted by the Court. 

71. If you do not want to be part of the Settlement Class, you must follow these instructions 

for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other 

proceeding relating to any Released Plaintiff’s Claim against any of the Defendants’ Releasees. 

72. If you ask to be excluded from the Settlement Class, you will not be eligible to receive 

any payment out of the Net Settlement Fund. 

73. Defendants have the right to terminate the Settlement if valid requests for exclusion are 

received from persons and entities entitled to be members of the Settlement Class in an amount 

that exceeds a threshold agreed to by Lead Plaintiff and Defendants. 

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE 

SETTLEMENT? DO I HAVE TO COME TO THE HEARING? 

MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT? 

74. Settlement Class Members do not need to attend the Settlement Hearing. The Court 

will consider any submission made in accordance with the provisions below even if a 

Settlement Class Member does not attend the hearing. You can participate in the 

Settlement without attending the Settlement Hearing. 

75. The Settlement Hearing will be held on _____________, 2022 at __:__ _.m., before the 

Honorable Matthew F. Kennelly at the United States District Court for the Northern District of 

Illinois, Everett McKinley Dirksen United States Courthouse, Courtroom 2103, 219 S. Dearborn 

Street, Chicago, IL 60604. The Court reserves the right to approve the Settlement, the Plan of 

Allocation, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of 

Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement 

Hearing without further notice to the members of the Settlement Class. The Court also reserves 

the right to hold the Settlement Hearing telephonically or via videoconference. 

76. Any Settlement Class Member who or that does not request exclusion may object to the 

Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for an award of 

attorneys’ fees and reimbursement of Litigation Expenses. Objections must be in writing. You 

must file any written objection, together with copies of all other papers and briefs supporting the 

objection, with the Clerk’s Office at the United States District Court for the Northern District of 

Illinois at the address set forth below on or before _____________, 2022. You must also serve 

the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that 

the papers are received on or before _____________, 2022. 

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Clerk’s Office 

United States District Court 

Northern District of Illinois 

Clerk of the Court 

United States Courthouse 

219 S. Dearborn Street, 

Chicago, IL 60604 

Lead Counsel 

Kirby McInerney LLP 

Thomas W. Elrod, Esq. 

250 Park Avenue, Suite 820 

New York, NY 10177 

-andGlancy Prongay & Murray 

LLP 

Leanne H. Solish, Esq. 

1925 Century Park East, 

Suite 2100 

Los Angeles, CA 90067 

Defendants’ Counsel 

Skadden, Arps, Slate, 

Meagher & Flom LLP

Matthew R. Kipp, Esq. 

155 N. Wacker Drive 

Chicago, IL 60606 

77. Any objection (a) must state the name, address, and telephone number of the person or 

entity objecting and must be signed by the objector; (b) must contain a statement of the 

Settlement Class Member’s objection or objections, and the specific reasons for each objection, 

including any legal and evidentiary support the Settlement Class Member wishes to bring to the 

Court’s attention; and (c) must include documents sufficient to prove membership in the 

Settlement Class, including the number of shares of Groupon common stock that the objecting 

Settlement Class Member purchased/acquired and/or sold during the Settlement Class Period 

(i.e., between July 30, 2019 and February 18, 2020 inclusive), as well as the dates and prices of 

each such purchase/acquisition and sale. You may not object to the Settlement, the Plan of 

Allocation, or Lead Counsel’s motion for attorneys’ fees and reimbursement of Litigation 

Expenses if you exclude yourself from the Settlement Class or if you are not a member of the 

Settlement Class. 

78. You may file a written objection without having to appear at the Settlement Hearing. 

You may not, however, appear at the Settlement Hearing to present your objection unless you 

first file and serve a written objection in accordance with the procedures described above, unless 

the Court orders otherwise. 

79. If you wish to be heard orally at the hearing in opposition to the approval of the 

Settlement, the Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and 

reimbursement of Litigation Expenses, and if you timely file and serve a written objection as 

described above, you must also file a notice of appearance with the Clerk’s Office and serve it on 

Lead Counsel and Defendants’ Counsel at the addresses set forth above so that it is received on 

or before _____________, 2022. Persons who intend to object and desire to present evidence at 

the Settlement Hearing must include in their written objection or notice of appearance the 

identity of any witnesses they may call to testify and exhibits they intend to introduce into 

evidence at the hearing. Such persons may be heard orally at the discretion of the Court. 

80. You are not required to hire an attorney to represent you in making written objections or 

in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at 

your own expense, and that attorney must file a notice of appearance with the Court and serve it 

on Lead Counsel and Defendants’ Counsel at the addresses set forth in ¶ 76 above so that the 

notice is received on or _____________, 2022. 

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81. The Settlement Hearing may be adjourned by the Court, or held telephonically or via 

videoconference, without further written notice to the Settlement Class. If you intend to attend 

the Settlement Hearing, you should confirm the date, time, and location on the settlement 

website www.GrouponSecuritiesSettlement.com, or with Lead Counsel, given potential changes 

as a result of the COVID-19 pandemic. 

82. Unless the Court orders otherwise, any Settlement Class Member who does not 

object in the manner described above will be deemed to have waived any objection and 

shall be forever foreclosed from making any objection to the proposed Settlement, the 

proposed Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and 

reimbursement of Litigation Expenses. Settlement Class Members do not need to appear 

at the Settlement Hearing or take any other action to indicate their approval.

WHAT IF I BOUGHT SHARES ON SOMEONE ELSE’S BEHALF? 

83. If you purchased or otherwise acquired Groupon common stock between July 30, 2019 

and February 18, 2020 inclusive, for the beneficial interest of persons or organizations other than 

yourself, you must either (a) within seven (7) calendar days of receipt of this Notice, request 

from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice 

Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of 

those Notice Packets forward them to all such beneficial owners; or (b) within seven (7) calendar 

days of receipt of this Notice, provide a list of the names and addresses of all such beneficial 

owners to Macovski v. Groupon, Inc., c/o Epiq, P.O. Box 2648, Portland, OR 97208-2648. If 

you choose the second option, the Claims Administrator will send a copy of the Notice and the 

Claim Form to the beneficial owners. Upon full compliance with these directions, such 

nominees may seek reimbursement of their reasonable expenses actually incurred—up to a 

maximum of $0.50 per Notice Packet mailed; $0.05 per Notice Packet transmitted by email; or 

$0.10 per name, mailing address, and email address (to the extent available) provided to the 

Claims Administrator—by providing the Claims Administrator with proper documentation 

supporting the expenses for which reimbursement is sought. Any dispute concerning the 

reasonableness of reimbursement costs shall be resolved by the Court. Copies of this Notice and 

the Claim Form may also be obtained from the website maintained by the Claims Administrator, 

www.GrouponSecuritiesSettlement.com, or by calling the Claims Administrator toll-free at 1-

866-991-0893. 

CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS? 

84. This Notice contains only a summary of the terms of the proposed Settlement. For more 

detailed information about the matters involved in this Action, you are referred to the papers on 

file in the Action, including the Stipulation, which may be inspected during regular office hours 

at the Office of the Clerk, United States District Court for the Northern District of Illinois, 

Everett McKinley Dirksen United States Courthouse, 219 S. Dearborn Street, Chicago, IL 

60604. Additionally, copies of the Stipulation and any related orders entered by the Court will 

be posted on the website maintained by the Claims Administrator, 

www.GrouponSecuritiesSettlement.com. 

85. All inquiries concerning this Notice and the Claim Form should be directed to: 

Case: 1:20-cv-02581 Document #: 110-1 Filed: 06/27/22 Page 73 of 99 PageID #:1451
21 

Macovski v. Groupon Inc.

c/o Epiq 

P.O. Box 2648 

Portland, OR 97208-2648 

1-866-991-0893 

www.GrouponSecuritiesSettlement.com 

and/or Thomas W. Elrod, Esq. 

KIRBY MCINERNEY LLP 

250 Park Avenue, Suite 820 

New York, NY 10177 

(212) 371-6600 

telrod@kmllp.com 

-andLeanne H. Solish, Esq. 

GLANCY PRONGAY & 

MURRAY LLP 

1925 Century Park East, Suite 

2100 

Los Angeles, CA 90067 

(888) 773-9224 

settlements@glancylaw.com 

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE 

CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL 

REGARDING THIS NOTICE. 

Dated: _____________, 2022 By Order of the Court 

 United States District Court 

 Northern District of Illinois 

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1 

Exhibit A-2 

Macovski v. Groupon, Inc. 

c/o Epiq 

P.O. Box 2648 

Portland, OR 97208-2648 

Toll Free Number: (866) 991-0893 

Settlement Website: www.GrouponSecuritiesSettlement.com 

Email: info@GrouponSecuritiesSettlement.com 

PROOF OF CLAIM AND RELEASE FORM

To be eligible to receive a share of the Net Settlement Fund in connection with the Settlement of 

this Action, you must be a Settlement Class Member and complete and sign this Proof of Claim 

and Release Form (“Claim Form”) and submit it online at 

www.GrouponSecuritiesSettlement.com or mail it by first-class mail to the above address, 

submitted online or postmarked no later than ___________. 

Failure to submit your Claim Form by the date specified will subject your claim to rejection and 

may preclude you from being eligible to recover any money in connection with the Settlement. 

Do not mail or deliver your Claim Form to the Court, the settling parties or their counsel. 

Submit your Claim Form only to the Claims Administrator at the address set forth above. 

TABLE OF CONTENTS PAGE # 

PART I – CLAIMANT INFORMATION _ 

PART II – GENERAL INSTRUCTIONS _ 

PART III – SCHEDULE OF TRANSACTIONS 

IN GROUPON COMMON STOCK _ 

PART IV – RELEASE OF CLAIMS AND SIGNATURE _ 

 

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PART I – CLAIMANT INFORMATION 

(Please read General Instructions below before completing this page.) 

The Claims Administrator will use this information for all communications regarding this Claim 

Form. If this information changes, you MUST notify the Claims Administrator in writing at the 

address above. 

Beneficial Owner’s Name 

 

Co-Beneficial Owner’s Name 

Entity Name (if Beneficial Owner is not an individual) 

Representative or Custodian Name (if different from Beneficial Owner(s) listed above) 

Address1 (street name and number) 

Address2 (apartment, unit or box number) 

City State Zip Code 

 

 

Foreign Country (only if not USA) 

Last four digits of Social Security Number or Taxpayer Identification Number 

 

Telephone Number (home) Telephone Number (work) 

 

 

Email address (E-mail address is not required, but if you provide it you authorize the Claims Administrator to use it in providing 

you with information relevant to this claim.): 

Account Number (account(s) through which the securities were traded)1: 

Claimant Account Type (check appropriate box): 

 Individual (includes joint owner accounts)  Pension Plan  Trust 

 Corporation  Estate 

 IRA/401K  Other ___________________________ (please specify) 

1

 If the account number is unknown, you may leave blank. If the same legal entity traded 

through more than one account you may write “multiple.” Please see paragraph 11 of the 

General Instructions for more information on when to file separate Claim Forms for multiple 

accounts, i.e., when you are filing on behalf of distinct legal entities. 

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PART II – GENERAL INSTRUCTIONS 

1. It is important that you completely read and understand the Notice of (I) 

Pendency of Class Action, Certification of Settlement Class, and Proposed Settlement; (II) 

Settlement Hearing; and (III) Motion for an Award of Attorneys’ Fees and Reimbursement of 

Litigation Expenses (the “Settlement Notice”) that accompanies this Claim Form, including the 

Plan of Allocation of the Net Settlement Fund set forth in the Settlement Notice. The Settlement 

Notice describes the proposed Settlement, how Settlement Class Members are affected by the 

Settlement, and the manner in which the Net Settlement Fund will be distributed if the 

Settlement and Plan of Allocation are approved by the Court. The Settlement Notice also 

contains the definitions of many of the defined terms (which are indicated by initial capital 

letters) used in this Claim Form. By signing and submitting this Claim Form, you will be 

certifying that you have read and that you understand the Settlement Notice, including the terms 

of the releases described therein and provided for herein. 

2. This Claim Form is directed to all persons or entities who or that, between July 

30, 2019, and February 18, 2020, inclusive (the “Settlement Class Period”), purchased or 

otherwise acquired Groupon, Inc. (“Groupon”) common stock (“Groupon Stock”) and were 

damaged thereby (the “Settlement Class”). All persons and entities that are members of the 

Settlement Class are referred to as “Settlement Class Members.” 

3. Excluded from the Settlement Class are: (i) Defendants; (ii) any person who 

served as a control person, executive officer and/or director of Groupon during the Settlement 

Class Period, and members of his or her Immediate Family; (iii) present and former parents, 

subsidiaries, assigns, successors, affiliates, and predecessors of Groupon; (iv) any entity in which 

Defendants have or had a controlling interest during the Settlement Class Period; (v) any trust of 

which any Individual Defendant is the settlor or that is for the benefit of any Individual 

Defendant and/or member(s) of his or her Immediate Family; and (vi) the legal representatives, 

heirs, successors, and assigns of any person or entity excluded under provisions (i) through (v) 

hereof. Also excluded from the Settlement Class are any persons and entities who or that validly 

exclude themselves by submitting a request for exclusion in accordance with the requirements 

set forth in the Settlement Notice that is accepted by the Court. 

4. If you are not a Settlement Class Member do not submit a Claim Form. YOU 

MAY NOT, DIRECTLY OR INDIRECTLY, PARTICIPATE IN THE SETTLEMENT IF YOU 

ARE NOT A SETTLEMENT CLASS MEMBER. THUS, IF YOU ARE EXCLUDED FROM 

THE CLASS (AS SET FORTH IN PARAGRAPH 3 ABOVE), ANY CLAIM FORM THAT 

YOU SUBMIT, OR THAT MAY BE SUBMITTED ON YOUR BEHALF, WILL NOT BE 

ACCEPTED. 

5. If you are a Settlement Class Member, you will be bound by the terms of any 

judgments or orders entered in the Action WHETHER OR NOT YOU SUBMIT A CLAIM 

FORM, unless you submit a request for exclusion from the Settlement Class. Thus, if you are a 

Class Member, the Judgment will release, and you will be barred and enjoined from 

commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding 

in any court of law or equity, arbitration tribunal or administrative forum, asserting each and 

every Released Plaintiffs’ Claims (including Unknown Claims) against Defendants’ Releasees. 

6. You are eligible to participate in the distribution of the Net Settlement Fund only 

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if you are a member of the Settlement Class and if you complete and return this form as specified 

below. If you fail to submit a timely, properly addressed, and completed Claim Form with the 

required documentation, your claim may be rejected and you may be precluded from receiving 

any distribution from the Net Settlement Fund. 

7. Submission of this Claim Form does not guarantee that you will share in the 

proceeds of the Settlement. The distribution of the Net Settlement Fund will be governed by the 

Plan of Allocation set forth in the Settlement Notice, if it is approved by the Court, or by such 

other plan of allocation approved by the Court. 

8. Use the Schedules of Transactions in Part III of this Claim Form to supply all 

required details of your transaction(s) (including free transfers) in and holdings of the applicable 

Groupon Stock. On the Schedules of Transactions, please provide all of the requested 

information with respect to your holdings, purchases, acquisitions and sales of the applicable 

Groupon Stock, whether such transactions resulted in a profit or a loss. Failure to report all 

transaction and holding information during the requested time periods may result in the rejection 

of your claim. 

9. Please note: Only Groupon Stock purchased or otherwise acquired during the 

Settlement Class Period (i.e., from July 30, 2019 and February 18, 2020, inclusive) are eligible 

under the Settlement. However, because the PSLRA provides for a “90-day look-back period” 

(described in the Plan of Allocation set forth in the Settlement Notice), you must provide 

documentation related to your purchases and sales of Groupon Stock during the period from 

February 19, 2020, through and including May 18, 2020 (i.e., the 90-day look-back period) in 

order for the Claims Administrator to calculate your Recognized Loss Amount under the Plan of 

Allocation and process your claim. After the Settlement Class Period, on June 11, 2020, 

Groupon common stock underwent a 1-for-20 reverse stock split. Groupon common stock prices 

and quantities reported in the Plan of Allocation are not adjusted for this stock split. Please 

submit your data claimed on a pre-split basis.

10. You are required to submit genuine and sufficient documentation for all of your 

transactions and holdings of the applicable Groupon Stock set forth in the Schedules of 

Transactions in Part III of this Claim Form. Documentation may consist of copies of brokerage 

confirmation slips or monthly brokerage account statements, or an authorized statement from 

your broker containing the transactional and holding information found in a broker confirmation 

slip or account statement. The Parties and the Claims Administrator do not independently have 

information about your investments in Groupon Stock. IF SUCH DOCUMENTS ARE NOT IN 

YOUR POSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT 

CONTEMPORANEOUS DOCUMENTS FROM YOUR BROKER. FAILURE TO SUPPLY 

THIS DOCUMENTATION MAY RESULT IN THE REJECTION OF YOUR CLAIM. DO 

NOT SEND ORIGINAL DOCUMENTS. Please keep a copy of all documents that you send 

to the Claims Administrator. Also, please do not highlight any portion of the Claim Form 

or any supporting documents.

11. Separate Claim Forms should be submitted for each separate legal entity (e.g., a 

claim from joint owners should not include separate transactions through an account that is in the 

name of just one of the joint owners, and an individual should not combine his or her IRA 

transactions with transactions made through an account in the individual’s name). Conversely, a 

single Claim Form should be submitted on behalf of one legal entity including all transactions 

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5 

made by that entity on one Claim Form, no matter how many separate accounts that entity has 

(e.g., a corporation with multiple brokerage accounts should include all transactions made in all 

accounts on one Claim Form). 

12. All joint beneficial owners must sign this Claim Form. If you purchased or 

otherwise acquired Groupon Stock during the Settlement Class Period and held the securities in 

your name, you are the beneficial owner as well as the record owner and you must sign this 

Claim Form to participate in the Settlement. If, however, you purchased or otherwise acquired 

Groupon Stock during the Settlement Class Period and the securities were registered in the name 

of a third party, such as a nominee or brokerage firm, you are the beneficial owner of these 

securities, but the third party is the record owner. The beneficial owner, not the record owner, 

must sign this Claim Form. 

13. Agents, executors, administrators, guardians, and trustees must complete and sign 

the Claim Form on behalf of persons represented by them, and they must:

(a) expressly state the capacity in which they are acting; 

(b) identify the name, account number, Social Security Number (or 

taxpayer identification number), address and telephone number of the 

beneficial owner of (or other person or entity on whose behalf they are 

acting with respect to) the Groupon Stock; and 

(c) furnish herewith evidence of their authority to bind to the Claim Form the 

person or entity on whose behalf they are acting. (Authority to complete 

and sign a Claim Form cannot be established by stockbrokers 

demonstrating only that they have discretionary authority to trade stock in 

another person’s accounts.) 

14. By submitting a signed Claim Form, you will be swearing that you:

(a) own(ed) the Groupon Stock you have listed in the Claim Form; or 

(b) are expressly authorized to act on behalf of the owner thereof. 

15. By submitting a signed Claim Form, you will be swearing to the truth of the 

statements contained therein and the genuineness of the documents attached thereto, subject to 

penalties of perjury under the laws of the United States of America. The making of false 

statements, or the submission of forged or fraudulent documentation, will result in the rejection 

of your claim and may subject you to civil liability or criminal prosecution. 

16. If the Court approves the Settlement, payments to eligible Authorized Claimants 

pursuant to the Plan of Allocation (or such other plan of allocation as the Court approves) will be 

made after the completion of all claims processing. This could take substantial time. Please be 

patient.

17. PLEASE NOTE: As set forth in the Plan of Allocation, each Authorized 

Claimant shall receive his, her or its pro rata share of the Net Settlement Fund. If the prorated 

payment to any Authorized Claimant, however, calculates to less than $10.00, it will not be 

included in the calculation and no distribution will be made to that Authorized Claimant. 

18. If you have questions concerning the Claim Form, or need additional copies of the 

Claim Form or the Settlement Notice, you may contact the Claims Administrator, Epiq at 

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Macovski v. Groupon, Inc. P.O. Box 2648, Portland, OR 97208-2648 by email at 

info@GrouponSecuritiesSettlement.com, or by toll-free phone at (866) 991-0893 or you may 

download the documents from the Settlement website, www.GrouponSecuritiesSettlement.com. 

19. NOTICE REGARDING ELECTRONIC FILES: Certain Claimants with large 

numbers of transactions may request, or may be requested, to submit information regarding their 

transactions in electronic files. To obtain the mandatory electronic filing requirements and file 

layout, you may visit the Settlement website at www.GrouponSecuritiesSettlement.com or you 

may email the Claims Administrator’s electronic filing department at 

info@GrouponSecuritiesLitigation.com. Any file not in accordance with the required electronic 

filing format will be subject to rejection. No electronic files will be considered to have been 

properly submitted unless the Claims Administrator issues an email to that effect after processing 

your file with your claim numbers and respective account information. Do not assume that your 

file has been received or processed until you receive this email. If you do not receive such an 

email within 10 days of your submission, you should contact the electronic filing department at 

info@GrouponSecuritiesLitigation.com to inquire about your file and confirm it was received 

and acceptable.

20. NOTICE REGARDING ONLINE FILING: Claimants who are not 

Representative Filers may submit their claims online using the electronic version of the Claim 

Form hosted at www.GrouponSecuritiesSettlement.com. If you are not acting as a 

Representative Filer, you do not need to contact the Claims Administrator prior to filing; you 

will receive an automated e-mail confirming receipt once your Claim Form has been submitted. 

If you are unsure if you should submit your claim as a Representative Filer, please contact the 

Claims Administrator at info@GrouponSecuritiesLitigation.com or by toll-free phone at (866) 

991-0893. If you are not a Representative Filer, but your claim contains a large number of 

transactions, the Claims Administrator may request that you also submit an electronic 

spreadsheet showing your transactions to accompany your Claim Form.

IMPORTANT: PLEASE NOTE 

YOUR CLAIM IS NOT DEEMED FILED UNTIL YOU RECEIVE AN 

ACKNOWLEDGEMENT POSTCARD. THE CLAIMS ADMINISTRATOR WILL 

ACKNOWLEDGE RECEIPT OF YOUR CLAIM FORM BY MAIL WITHIN 60 DAYS. 

IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT POSTCARD WITHIN 60 

DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR TOLL FREE AT (866) 991-

0893. 

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PART III – SCHEDULE OF TRANSACTIONS IN GROUPON STOCK 

Complete this Part III if and only if you purchased/acquired Groupon Stock during the period from July 30, 2019 

and February 18, 2020, inclusive. Please include proper documentation with your Claim Form as described in 

detail in Part II – General Instructions, Paragraph 10, above. Do not include information in this section regarding 

securities other than Groupon Stock.

1. BEGINNING HOLDINGS – State the total number of shares of Groupon Stock held as of the close of 

trading on July 29, 2019. (Must be documented.) If none, write “zero” or “0.” ____________________ 

2. PURCHASES/ACQUISITIONS DURING THE SETTLEMENT CLASS PERIOD THROUGH MAY 

18, 2020– Separately list each and every purchase/acquisition (including free receipts) of Groupon Stock from 

after the opening of trading on July 30, 2019, through and including the close of trading on May 18, 2020. 

(Must be documented.) 

Date of Purchase/ 

Acquisition (List 

Chronologically) 

 (Month/Day/Year)

Number of Shares 

Purchased/ Acquired 

Purchase/ 

Acquisition 

Price Per Share 

Total Purchase/ 

Acquisition Price (excluding 

taxes, commissions, and fees)

 / / $ $

 / / $ $

 / / $ $

 / / $ $

3. SALES DURING THE SETTLEMENT CLASS PERIOD THROUGH MAY 

18, 2020 – Separately list each and every sale/disposition (including free deliveries) of 

Groupon Stock from after the opening of trading on July 30, 2019, through and 

including the close of trading on May 18, 2020. (Must be documented.)

IF NONE, CHECK 

HERE 

○

Date of Sale/ 

Delivery 

(List 

Chronologically) 

 (Month/Day/Year)

Number of Shares Sold Sale Price 

Per Share

Total Sale Price (excluding taxes, 

commissions, and fees) 

 / / $ $

 / / $ $

 / / 

$ $

 / / $ $

4. ENDING HOLDINGS – State the total number of shares of Groupon Stock held as of the close of trading 

on May 18, 2020. (Must be documented.) If none, write “zero” or “0.” ____________________

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IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUST 

PHOTOCOPY THIS PAGE AND CHECK THIS BOX 

IF YOU DO NOT CHECK THIS BOX THESE ADDITIONAL PAGES WILL NOT BE REVIEWED 

 

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PART VI – RELEASE OF CLAIMS AND SIGNATURE 

YOU MUST ALSO READ THE RELEASE AND CERTIFICATION BELOW AND SIGN 

ON PAGE [XX] OF THIS CLAIM FORM. 

I (we) hereby acknowledge that as of the Effective Date of the Settlement, pursuant to the terms 

set forth in the Stipulation, I (we), on behalf of myself (ourselves) and my (our) successors and 

assigns, shall be deemed to have, and by operation of law and of the Judgment shall have, fully, 

finally and forever waived, released, discharged, and dismissed each and every Released 

Plaintiffs’ Claim (as defined in the Stipulation and in the Settlement Notice) against Defendants’ 

Releasees (as defined in the Stipulation and in the Settlement Notice) and shall forever be barred 

and enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or 

other proceeding in any court of law or equity, arbitration tribunal or administrative forum 

asserting any or all of the Released Plaintiffs’ Claims against any Defendants’ Releasee.

CERTIFICATION 

By signing and submitting this Claim Form, the Claimant(s) or the person(s) who represent(s) 

the Claimant(s) certifies (certify), as follows: 

1. that I (we) have read and understand the contents of the Settlement Notice and 

this Claim Form, including the releases provided for in the Settlement and the terms of the Plan 

of Allocation; 

2. that the Claimant(s) is a (are) Settlement Class Member(s), as defined in the 

Settlement Notice and in paragraph 2 on page 3 of this Claim Form, and is (are) not excluded 

from the Class by definition or pursuant to request as set forth in the Settlement Notice and in 

paragraph 3 on page 3 of this Claim Form; 

3. that I (we) own(ed) the Groupon Stock identified in the Claim Form and have 

not assigned the claim against the Defendants’ Releasees to another, or that, in signing and 

submitting this Claim Form, I (we) have the authority to act on behalf of the owner(s) thereof; 

4. that the Claimant(s) has (have) not submitted any other claim covering the same 

purchases/acquisitions of Groupon Stock and knows (know) of no other person having done so 

on the Claimant’s (Claimants’) behalf; 

5. that the Claimant(s) submit(s) to the jurisdiction of the Court with respect to 

Claimant’s (Claimants’) claim and for purposes of enforcing the releases set forth herein; 

6. that I (we) agree to furnish such additional information with respect to this 

Claim Form as Lead Counsel, the Claims Administrator or the Court may require; 

7. that the Claimant(s) waive(s) the right to trial by jury, to the extent it exists, and 

agree(s) to the Court’s summary disposition of the determination of the validity or amount of 

the claim made by this Claim Form; 

8. that I (we) acknowledge that the Claimant(s) will be bound by and subject to the 

terms of any judgment(s) that may be entered in the Action; and 

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9. that the Claimant(s) is (are) NOT subject to backup withholding under the 

provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (a) the Claimant(s) 

is (are) exempt from backup withholding or (b) the Claimant(s) has (have) not been notified by 

the IRS that he/she/it is subject to backup withholding as a result of a failure to report all 

interest or dividends or (c) the IRS has notified the Claimant(s) that he/she/it is no longer 

subject to backup withholding. If the IRS has notified the Claimant(s) that he, she or it is 

subject to backup withholding, please strike out the language in the preceding sentence 

indicating that the claim is not subject to backup withholding in the certification above.

UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE 

INFORMATION PROVIDED BY ME (US) ON THIS CLAIM FORM IS TRUE, CORRECT, 

AND COMPLETE, AND THAT THE DOCUMENTS SUBMITTED HEREWITH ARE 

TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE. 

Signature of Claimant Date 

Print your name here 

Signature of joint Claimant, if any Date 

Print your name here 

If the Claimant is other than an individual, or is not the person completing this form, the 

following also must be provided: 

Signature of person signing on behalf of Claimant Date 

Print your name here 

CAPACITY OF PERSON SIGNING ON BEHALF OF CLAIMANT, IF OTHER THAN AN 

INDIVIDUAL, E.G., EXECUTOR, PRESIDENT, TRUSTEE, CUSTODIAN, ETC. (MUST 

PROVIDE EVIDENCE OF AUTHORITY TO ACT ON BEHALF OF CLAIMANT – SEE 

PARAGRAPH 14 ON PAGE 5 OF THIS CLAIM FORM.) 

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REMINDER CHECKLIST: 

1. Please sign the above release and certification. If this Claim Form is being made on behalf of 

joint Claimants, then both must sign.

2. Remember to attach only copies of acceptable supporting documentation as these documents 

will not be returned to you. 

3. Please do not highlight any portion of the Claim Form or any supporting documents. 

4. Do not send original security certificates or documentation. These items cannot be returned 

to you by the Claims Administrator. 

5. Keep copies of the completed Claim Form and documentation for your own records. 

6. The Claims Administrator will acknowledge receipt of your Claim Form by mail, within 60 

days. Your claim is not deemed filed until you receive an acknowledgement postcard. If 

you do not receive an acknowledgement postcard within 60 days, please call the Claims 

Administrator toll free at (866) 991-0893. 

7. If your address changes in the future, or if this Claim Form was sent to an old or incorrect 

address, please send the Claims Administrator written notification of your new address. If 

you change your name, please inform the Claims Administrator. 

8. If you have any questions or concerns regarding your claim, please contact the Claims 

Administrator at the address below, by email at info@GrouponSecuritiesSettlment.com, or 

toll-free at (866) 991-0893 or visit www.GrouponSecuritiesSettlement.com. Please DO NOT 

call Groupon or any of the other Defendants or their counsel with questions regarding your 

claim.

THIS CLAIM FORM MUST BE MAILED TO THE CLAIMS ADMINISTRATOR BY FIRSTCLASS MAIL, POSTMARKED NO LATER THAN , 2022, 

ADDRESSED AS FOLLOWS: 

Macovski v. Groupon, Inc.

c/o Epiq 

P.O. Box 2648 

Portland, OR 97208-2648 

OR SUBMITTED ONLINE AT WWW.GROUPONSECURITIESSETTLEMENT.COM ON 

OR BEFORE _____, 2022. 

A Claim Form received by the Claims Administrator shall be deemed to have been submitted 

when posted, if a postmark date on or before , 2022 is indicated on the 

envelope and it is mailed First Class, and addressed in accordance with the above instructions. 

In all other cases, a Claim Form shall be deemed to have been submitted when actually received 

by the Claims Administrator. 

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12 

 You should be aware that it will take a significant amount of time to fully process all of 

the Claim Forms. Please be patient and notify the Claims Administrator of any change of 

address. 

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Exhibit A-3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LAZAR MACOVSKI, Individually and On Behalf of 

All Others Similarly Situated, 

 Plaintiff, 

 v. 

GROUPON, INC., RICH WILLIAMS, and MELISSA 

THOMAS, 

 Defendants 

Case No. 1:20-cv-02581 

Honorable Matthew F. Kennelly 

SUMMARY NOTICE OF (I) PENDENCY OF CLASS ACTION, 

CERTIFICATION OF SETTLEMENT CLASS, AND 

PROPOSED SETTLEMENT; (II) SETTLEMENT FAIRNESS HEARING; 

AND (III) MOTION FOR AN AWARD OF ATTORNEYS’ FEES 

AND REIMBURSEMENT OF LITIGATION EXPENSES 

TO: All persons and entities who, during the period between July 30, 2019 through 

February 18, 2020 inclusive, purchased or otherwise acquired the common stock of 

Groupon, Inc. (“Groupon”) and were damaged thereby (the “Settlement Class”): 

PLEASE READ THIS NOTICE CAREFULLY, YOUR RIGHTS WILL BE AFFECTED 

BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil 

Procedure and an Order of the United States District Court for the Northern District of Illinois, 

that the above-captioned litigation (the “Action”) has been certified as a class action on behalf of 

the Settlement Class, except for certain persons and entities who are excluded from the 

Settlement Class by definition as set forth in the full printed Notice of (I) Pendency of Class 

Action, Certification of Settlement Class, and Proposed Settlement; (II) Settlement Fairness 

Hearing; and (III) Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation 

Expenses (the “Notice”). 

YOU ARE ALSO NOTIFIED that Lead Plaintiff in the Action has reached a proposed 

settlement of the Action for $13,500,000 in cash (the “Settlement”) that, if approved, will resolve 

all claims in the Action. 

A hearing will be held on _____________, 2022 at __:__ _.m., before the Honorable 

Matthew F. Kennelly at the United States District Court for the Northern District of Illinois, 

Everett McKinley Dirksen United States Courthouse, Courtroom 2103, 219 S. Dearborn Street, 

Chicago, IL 60604, to determine (i) whether the proposed Settlement should be approved as fair, 

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2 

reasonable, and adequate; (ii) whether the Action should be dismissed with prejudice against 

Defendants, and the Releases specified and described in the Stipulation and Agreement of 

Settlement dated June 24, 2022 (and in the Notice) should be granted; (iii) whether the proposed 

Plan of Allocation should be approved as fair and reasonable; and (iv) whether Lead Counsel’s 

application for an award of attorneys’ fees and reimbursement of expenses should be approved. 

If you are a member of the Settlement Class, your rights will be affected by the 

pending Action and the Settlement, and you may be entitled to share in the Settlement 

Fund. If you have not yet received the Notice and Claim Form, you may obtain copies of these 

documents by contacting the Claims Administrator at Macovski v. Groupon Inc., c/o Epiq, P.O. 

Box 2648, Portland, OR 97208-2648, 1-866-991-0893. Copies of the Notice and Claim Form 

can also be downloaded from the website maintained by the Claims Administrator, 

www.GrouponSecuritiesSettlement.com. 

If you are a member of the Settlement Class, in order to be eligible to receive a payment 

under the proposed Settlement, you must submit a Claim Form online or postmarked no later 

than _____________, 2022. If you are a Settlement Class Member and do not submit a proper 

Claim Form, you will not be eligible to share in the distribution of the net proceeds of the 

Settlement but you will nevertheless be bound by any judgments or orders entered by the Court 

in the Action. 

If you are a member of the Settlement Class and wish to exclude yourself from the 

Settlement Class, you must submit a request for exclusion such that it is received no later than 

_____________, 2022, in accordance with the instructions set forth in the Notice. If you 

properly exclude yourself from the Settlement Class, you will not be bound by any judgments or 

orders entered by the Court in the Action and you will not be eligible to share in the proceeds of 

the Settlement. 

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Lead 

Counsel’s motion for attorneys’ fees and reimbursement of expenses, must be filed with the 

Court and delivered to Lead Counsel and Defendants’ Counsel such that they are received no 

later than _____________, 2022, in accordance with the instructions set forth in the Notice. 

Please do not contact the Court, the Clerk’s office, Groupon, or its counsel regarding this 

notice. All questions about this notice, the proposed Settlement, or your eligibility to 

participate in the Settlement should be directed to Lead Counsel or the Claims 

Administrator.

Requests for the Notice and Claim Form should be made to: 

Macovski v. Groupon Inc.

c/o Epiq 

P.O. Box 2648_ 

Portland, OR 97208-2648 

1-866-991-0893 

www.GrouponSecuritiesSettlement.com 

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Inquiries, other than requests for the Notice and Claim Form, should be made to Lead 

Counsel: 

KIRBY MCINERNEY LLP 

Thomas W. Elrod, Esq. 

250 Park Avenue, Suite 820 

New York, NY 10177 

(212) 371-6600 

telrod@kmllp.com 

-andGLANCY PRONGAY & MURRAY LLP 

Leanne H. Solish, Esq. 

1925 Century Park East, Suite 2100 

Los Angeles, CA 90067 

(888) 773-9224 

settlements@glancylaw.com 

 By Order of the Court 

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Exhibit B 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LAZAR MACOVSKI, Individually and On 

Behalf of All Others Similarly Situated, 

 Plaintiff, 

 v. 

GROUPON, INC., RICH WILLIAMS, and 

MELISSA THOMAS, 

 

 Defendants 

Case No. 1:20-cv-02581 

Honorable Matthew F. Kennelly 

ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENT 

 WHEREAS, a consolidated class action is pending in this Court entitled Macovski v. 

Groupon, Inc. et al., No. 1:20-cv-02581 (the “Action”); 

 WHEREAS, (a) Lead Plaintiff Fadi E. Rahal, on behalf of himself and the Settlement 

Class (defined below), and (b) defendant Groupon, Inc. (“Groupon”) and defendants Rich 

Williams and Melissa Thomas (collectively, “Individual Defendants,” and, together with 

Groupon, “Defendants;” and together with Lead Plaintiff, the “Parties”) have entered into a 

Stipulation and Agreement of Settlement dated June 24, 2022 (the “Stipulation”), which provides 

for a complete dismissal with prejudice of the claims asserted against Defendants in the Action 

on the terms and conditions set forth in the Stipulation, subject to the approval of this Court (the 

“Settlement”); 

WHEREAS, unless otherwise defined in this judgment, the capitalized terms herein shall 

have the same meaning as they have in the Stipulation; 

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 WHEREAS, by Order dated _________ __, 2022 (the “Preliminary Approval Order”), 

this Court: (a) preliminarily approved the Settlement; (b) certified the Settlement Class solely for 

purposes of effectuating the Settlement; (c) ordered that notice of the proposed Settlement be 

provided to potential Settlement Class Members; (d) provided Settlement Class Members with 

the opportunity either to exclude themselves from the Settlement Class or to object to the 

proposed Settlement; and (e) scheduled a hearing regarding final approval of the Settlement; 

 WHEREAS, due and adequate notice has been given to the Settlement Class; 

 WHEREAS, the Court conducted a hearing on _________ __, 2022 (the “Settlement 

Hearing”) to consider, among other things, (a) whether the terms and conditions of the 

Settlement are fair, reasonable, and adequate to the Settlement Class, and should therefore be 

approved; and (b) whether a judgment should be entered dismissing the Action with prejudice as 

against Defendants; and 

 WHEREAS, the Court having reviewed and considered the Stipulation, all papers filed 

and proceedings held herein in connection with the Settlement, all oral and written comments 

received regarding the Settlement, and the record in the Action, and good cause appearing 

therefor; 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED: 

1. Jurisdiction – The Court has jurisdiction over the subject matter of the Action, 

and all matters relating to the Settlement, as well as personal jurisdiction over all of the Parties 

and each of the Settlement Class Members. 

2. Incorporation of Settlement Documents – This judgment incorporates and 

makes a part hereof: (a) the Stipulation filed with the Court on _____________, 2022; and (b) 

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the Notice and the Summary Notice, both of which were filed with the Court on _____________, 

2022. 

3. Class Certification for Settlement Purposes – The Court hereby affirms its 

determinations in the Preliminary Approval Order certifying, for the purposes of the Settlement 

only, the Action as a class action pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil 

Procedure on behalf of the Settlement Class consisting of all persons and entities who or that, 

between July 30, 2019, and February 18, 2020, inclusive (“Settlement Class Period”), purchased 

or otherwise acquired Groupon common stock and were damaged thereby. Excluded from the 

Settlement Class are: (i) Defendants; (ii) any person who served as a control person, executive 

officer, and/or director of Groupon during the Settlement Class Period, and members of his or 

her Immediate Family; (iii) present and former parents, subsidiaries, assigns, successors, 

affiliates, and predecessors of Groupon; (iv) any entity in which Defendants have or had a 

controlling interest during the Settlement Class Period; (v) any trust of which any Individual 

Defendant is the settlor or that is for the benefit of any Individual Defendant and/or member(s) of 

his or her Immediate Family; and (vi) the legal representatives, heirs, successors, and assigns of 

any person or entity excluded under provisions (i) through (v) hereof. [Also excluded from the 

Settlement Class are the persons and entities listed on Exhibit 1 hereto who or that are excluded 

from the Settlement Class pursuant to request.] 

4. Adequacy of Representation – Pursuant to Rule 23 of the Federal Rules of Civil 

Procedure, and for the purposes of the Settlement only, the Court hereby affirms its 

determinations in the Preliminary Approval Order certifying Lead Plaintiff as Class 

Representative for the Settlement Class and appointing Lead Counsel as Class Counsel for the 

Settlement Class. Lead Plaintiff and Lead Counsel have fairly and adequately represented the 

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Settlement Class both in terms of litigating the Action and for purposes of entering into and 

implementing the Settlement and have satisfied the requirements of Federal Rules of Civil 

Procedure 23(a)(4) and 23(g), respectively. 

5. Notice – The Court finds that the dissemination of the Notice and the publication 

of the Summary Notice: (a) were implemented in accordance with the Preliminary Approval 

Order; (b) constituted the best notice practicable under the circumstances; (c) constituted notice 

that was reasonably calculated, under the circumstances, to apprise Settlement Class Members of 

(i) the pendency of the Action; (ii) the effect of the proposed Settlement (including the Releases 

to be provided thereunder); (iii) Lead Counsel’s motion for an award of attorneys’ fees and 

reimbursement of Litigation Expenses; (iv) their right to object to any aspect of the Settlement, 

the Plan of Allocation, and/or Lead Counsel’s motion for attorneys’ fees and reimbursement of 

Litigation Expenses; (v) their right to exclude themselves from the Settlement Class; and (vi) 

their right to appear at the Settlement Hearing; (d) constituted due, adequate, and sufficient 

notice to all persons and entities entitled to receive notice of the proposed Settlement; and (e) 

satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States 

Constitution (including the Due Process Clause), the Private Securities Litigation Reform Act of 

1995, 15 U.S.C. § 78u-4, as amended, and all other applicable law and rules. 

6. Final Settlement Approval and Dismissal of Claims – Pursuant to, and in 

accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby fully and 

finally approves the Settlement set forth in the Stipulation in all respects (including, without 

limitation: the amount of the Settlement; the Releases provided for therein; and the dismissal 

with prejudice of the claims asserted against Defendants in the Action), and finds that the 

Settlement is, in all respects, fair, reasonable, and adequate to the Settlement Class. The Parties 

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are directed to implement, perform, and consummate the Settlement in accordance with the terms 

and provisions contained in the Stipulation. 

7. The Action and all of the claims asserted against Defendants in the Action by 

Lead Plaintiff and the other Settlement Class Members are hereby dismissed with prejudice. The 

Parties shall bear their own costs and expenses, except as otherwise expressly provided in the 

Stipulation.

8. Binding Effect – The terms of the Stipulation and of this judgment shall be 

forever binding on Defendants, Lead Plaintiff, and all other Settlement Class Members 

(regardless of whether or not any individual Settlement Class Member submits a Claim Form or 

seeks or obtains a distribution from the Net Settlement Fund), as well as their respective 

successors and assigns. [The persons and entities listed on Exhibit 1 hereto are excluded from 

the Settlement Class pursuant to request and are not bound by the terms of the Stipulation or this 

judgment.] 

9. Releases – The Releases set forth in paragraphs 5 and 6 of the Stipulation, 

together with the definitions contained in paragraph 1 of the Stipulation relating thereto, are 

expressly incorporated herein in all respects. The Releases are effective as of the Effective Date. 

Accordingly, this Court orders that: 

(a) Without further action by anyone, and subject to paragraph 10 below, 

upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Settlement Class 

Members, on behalf of themselves and their respective heirs, executors, administrators, 

predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by 

operation of law and of this judgment shall have, fully, finally, and forever compromised, settled, 

released, resolved, relinquished, waived, and discharged each and every Released Plaintiff’s 

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Claim against Defendants’ Releasees, and shall forever be enjoined from prosecuting any or all 

of the Released Plaintiff’s Claims against any of the Defendants’ Releasees. This Release shall 

not apply to any of the Excluded Claims (as that term is defined in paragraph 1(r) of the 

Stipulation). 

(b) Without further action by anyone, and subject to paragraph 10 below, 

upon the Effective Date of the Settlement, Defendants and each of the other Defendant 

Releasees, on behalf of themselves and their respective heirs, executors, administrators, 

predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by 

operation of law and of this judgment shall have, fully, finally, and forever compromised, settled, 

released, resolved, relinquished, waived, and discharged each and every Released Defendants’ 

Claim against Lead Plaintiff and the other Plaintiff’s Releasees, and shall forever be enjoined 

from prosecuting any or all of the Released Defendants’ Claims against any of the Plaintiff’s 

Releasees. [This Release shall not apply to any person or entity listed on Exhibit 1 hereto.] 

10. Notwithstanding paragraphs 9(a) – (b) above, nothing in this judgment shall bar 

any action by any of the Parties to enforce or effectuate the terms of the Stipulation or this 

judgment. 

11. Rule 11 Findings – The Court finds and concludes that the Parties and their 

respective counsel have complied in all respects with the requirements of Rule 11 of the Federal 

Rules of Civil Procedure in connection with the institution, prosecution, defense, and settlement 

of the Action. 

12. No Admissions – Neither this judgment, the Stipulation (whether or not 

consummated), including the exhibits thereto and the Plan of Allocation contained therein (or 

any other plan of allocation that may be approved by the Court), the negotiations leading to the 

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execution of the Stipulation, nor any proceedings taken pursuant to or in connection with the 

Stipulation and/or approval of the Settlement (including any arguments proffered in connection 

therewith): 

(a) shall be offered against any of the Defendants’ Releasees as evidence of, 

or construed as, or deemed to be evidence of any presumption, concession, or admission by any 

of the Defendants’ Releasees with respect to the truth of any allegation by Lead Plaintiff or the 

validity of any claim that was or could have been asserted or the deficiency of any defense that 

has been or could have been asserted in this Action or in any other litigation, or of any liability, 

negligence, fault, or other wrongdoing of any kind of any of the Defendants’ Releasees or in any 

way referred to for any other reason as against any of the Defendants’ Releasees, in any civil, 

criminal, or administrative action or proceeding, other than such proceedings as may be 

necessary to effectuate the provisions of the Stipulation; 

(b) shall be offered against any of the Plaintiff’s Releasees, as evidence of, or 

construed as, or deemed to be evidence of any presumption, concession, or admission by any of 

the Plaintiff’s Releasees that any of their claims are without merit, that any of the Defendants’ 

Releasees had meritorious defenses, or that damages recoverable under the Complaint would not 

have exceeded the Settlement Amount or with respect to any liability, negligence, fault, or 

wrongdoing of any kind, or in any way referred to for any other reason as against any of the 

Plaintiff’s Releasees, in any civil, criminal, or administrative action or proceeding, other than 

such proceedings as may be necessary to effectuate the provisions of the Stipulation; or 

(c) shall be construed against any of the Releasees as an admission, 

concession, or presumption that the consideration to be given under the Settlement represents the 

amount that could be or would have been recovered after trial; 

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provided, however, that the Parties and the Releasees and their respective counsel may refer to 

this judgment and the Stipulation to effectuate the protections from liability granted hereunder 

and thereunder or otherwise to enforce the terms of the Settlement. 

13. Retention of Jurisdiction – Without affecting the finality of this Order and Final 

Judgment, the Court reserves continuing and exclusive jurisdiction over all matters relating to the 

administration, implementation, effectuation, and enforcement of the Settlement. 

14. Separate orders shall be entered regarding approval of a plan of allocation and the 

motion of Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation 

Expenses. Such orders shall in no way affect or delay the finality of this judgment and shall not 

affect or delay the Effective Date of the Settlement. 

15. Modification of the Agreement of Settlement – Without further approval from 

the Court, Lead Plaintiff and Defendants are hereby authorized to agree to and adopt such 

amendments or modifications of the Stipulation or any exhibits attached thereto to effectuate the 

Settlement that: (a) are not materially inconsistent with this judgment; and (b) do not materially 

limit the rights of Settlement Class Members in connection with the Settlement. Without further 

order of the Court, Lead Plaintiff and Defendants may agree to reasonable extensions of time to 

carry out any provisions of the Settlement. 

16. Termination of Settlement – If the Settlement is terminated as provided in the 

Stipulation or the Effective Date of the Settlement otherwise fails to occur, this judgment shall be 

vacated, rendered null and void and be of no further force and effect, except as otherwise 

provided by the Stipulation, and this judgment shall be without prejudice to the rights of Lead 

Plaintiff, the other Settlement Class Members and Defendants, and the Parties shall revert to their 

respective positions in the Action as of May 6, 2022, as provided in the Stipulation. 

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17. Entry of Final Judgment – There is no just reason to delay the entry of this 

Order and Final Judgment in this Action. Accordingly, the Clerk of the Court is expressly 

directed to immediately enter this Order and Final Judgment in this Action. 

SO ORDERED this _______ day of ______________, 2022. 

 ________________________________________ 

The Honorable Matthew F. Kennelly 

United States District Judge 

 

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Exhibit 1 

[List of Persons and Entities Excluded from the Settlement Class Pursuant to Request] 

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