FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   SCHULTZ HOWARD D 2. Date of Event Requiring Statement (Month/Day/Year) 11/03/2011 3. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [GRPN] (Last) (First) (Middle) C/O GROUPON, INC., 600 WEST CHICAGO AVENUE, SUITE 620 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CHICAGO, IL 60654 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock 633,112 D   Class A Common Stock 1,134,538 I See Footnote (1) Class A Common Stock 94,966 I See Footnote (2) Class A Common Stock 36,720 I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	  (4)	02/01/2021	Class A Common Stock	120,000	$ 7.9	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHULTZ HOWARD D C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO, IL 60654	  X	Â	Â	Â

Signatures

/s/ David Schellhase, by Power of Attorney		11/03/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of Class A Common Stock reported in this line are held by Maveron Equity Partners IV, L.P. Mr. Schultz has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of Maveron Equity Partners IV, L.P.
(2)	The shares of Class A Common Stock reported in this line are held by MEP Associates IV, L.P. Mr. Schultz is a limited partner of MEP Associates IV, L.P. and has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of MEP Associates IV, L.P.
(3)	The shares of Class A Common Stock reported in this line are held by Maveron IV Entrepreneurs' Fund, L.P. Mr. Schultz has an economic membership interest in, but is not a manager of, Maveron General Partner IV LLC, the general partner of Maveron IV Entrepreneurs' Fund, L.P.
(4)	One-fourth of the stock options reported on this line vested on February 1, 2011. The remaining stock options reported on this line will vest in equal installments on May 31, 2012, May 31, 2013 and May 31, 2014, subject to Mr. Schultz's continued service on the Board of Directors through each vesting date.

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