UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 399473107

1.

Names of Reporting Persons
Eric P. Lefkofsky (the “Reporting Person”)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
14,686 shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) (1)

6.

Shared Voting Power
110,694,446 shares of Class A Common Stock (2)(3)

7.

Sole Dispositive Power
14,686 shares of Class A Common Stock (1)

8.

Shared Dispositive Power
110,694,446 shares of Class A Common Stock (2)(3)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
110,709,132 shares of Class A Common Stock (1)(2)(3)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
16.9% (1)(2)(3)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Groupon, Inc.

(b)

Address of Issuer’s Principal Executive Offices
600 West Chicago Avenue, Suite 620

Chicago, IL 60654

Item 2.

(a)

Name of Person Filing
Eric P. Lefkofsky

(b)

Address of Principal Business Office or, if none, Residence
c/o Groupon, Inc.

600 West Chicago Avenue, Suite 620

Chicago, IL 60654

(c)

Citizenship
United States

(d)

Title of Class of Securities
Class A Common Stock, par value $0.0001 per share

(e)

CUSIP Number
399473107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

110,709,132 shares of Class A Common Stock (4)(5)(6)

(b)

Percent of class:   

16.9% (4)(5)(6)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

14,686 shares of Class A Common Stock (4) 

(ii)

Shared power to vote or to direct the vote    

110,694,446 shares of Class A Common Stock (5)(6)

(iii)

Sole power to dispose or to direct the disposition of   

14,686 shares of Class A Common Stock (4) 

(iv)

Shared power to dispose or to direct the disposition of   

110,694,446 shares of Class A Common Stock (5)(6)

(4)   Includes 14,686 shares of Class A Common Stock issuable pursuant to DSUs awarded to Mr. Lefkofsky under the Groupon, Inc. Non-Employee Director Compensation Plan. DSUs represent a right to receive shares of Class A Common Stock of the Issuer (or, in the sole discretion of the Issuer’s Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a director of the Issuer. Mr. Lefkofksy has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer’s Board of Directors and any committees thereof.  The DSUs are immediately vested.

(5)   Includes 109,364,216 shares of Class A Common Stock and 999,984 shares of Class B Common Stock held of record by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Ms. Lefkofsky (50%).  Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC.  Also includes 330,246 shares of Class A Common Stock held by 600 West Groupon LLC, the manager of which is Blue Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Ms. Lefkosky (50%).  Mr. Lefkofsky shares voting and investment control with respect to the shares held by 600 West Groupon LLC.

(6)   Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.  All Class A Common Stock and Class B Common Stock will automatically convert into a single class of common stock on November 9, 2016.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

February 14, 2013

Date

/s/ Eric P. Lefkofsky

Signature

Eric P. Lefkofsky

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).