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 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 October 13, 2022 at 9:00 a.m. via teleconference, call-in number: 888-684-8852, 

access code: 746-1053, for the following purposes: (a) to determine whether the proposed 

Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and 

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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 of this 

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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 

reasonable expenses actually incurred, up to a maximum of $0.50 per Notice Packet mailed; $0.05 

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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 

person executing the Claim Form is acting in a representative capacity, a certification of his, her, 

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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, and telephone number of the person 

or entity requesting exclusion, and in the case of entities, the name and telephone number of the 

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appropriate contact person; (ii) state that such person or entity “requests exclusion from the 

Settlement Class in Macovski v. Groupon, Inc., No. 1:20-cv-02581”; (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 prosecuting any 

of the Released Plaintiff’s Claims against any of the Defendants’ Releasees, as more fully 

described in the Stipulation and Notice.

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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. 

Lead Counsel

Kirby McInerney LLP

Thomas W. Elrod, Esq. 

250 Park Avenue, Suite 820 

New York, NY 10177 

Defendants’ Counsel

Skadden, Arps, Slate, Meagher & Flom LLP 

Matthew R. Kipp, Esq. 

155 N. Wacker Drive 

Chicago, IL 60606 

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-andGlancy Prongay & Murray LLP

Leanne H. Solish, Esq.

1925 Century Park East, Suite 2100

Los Angeles, CA 90067

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 

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.

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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. 

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,

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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 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 

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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 6th day of July, 2022. 

________________________________________

The Honorable Matthew F. Kennelly

United States District Judge

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