Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response 1.00 FORM 144   SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES
  ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. CUSIP NUMBER
                                      WORK LOCATION   1(a) NAME OF ISSUER     (b) IRS IDENT. NO.     (c) S.E.C. FILE NO.         Groupon, Inc     27-0903295     1-35335             1(d) ADDRESS OF ISSUER     STREET     CITY     STATE     ZIP CODE     (e) TELEPHONE NO.             AREA CODE NUMBER         600 West Chicago Avenue, Suite 400     Chicago     IL       60654       312     334-1579    


                                                2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD           (b) RELATIONSHIP
TO ISSUER     (c) ADDRESS (Street)     CITY     STATE     ZIP CODE     Blackboard Ventures Inc.           Dist. from affiliate     5650 Yonge Street     Toronto     ON       M2M 4H5                                                    

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

                                                                            SEC USE                                   3(a)     (b)     ONLY     (c)     (d)     (e)     (f)     (g)     Title of the
Class of
To Be Sold     Name and Address of Each Broker
Through Whom the Securities are
to be Offered or Each Market Maker
who is Acquiring the Securities     Broker-Dealer
File Number     Number of
Shares or Other
Units To Be Sold
(See instr. 3(c))     Aggregate
Market Value
(See instr. 3(d))     Number of Shares
or Other Units
(See instr. 3(e))     Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)     Name of Each
(See instr. 3(g))     Class A Common Stock     Merrill Lynch, 181 Bay Street, Suite 400, Toronto, ON M5J 2V8             80,784         587,299.68         668,957,164       ASAP     NASDAQ    


INSTRUCTIONS:           1.   (a)   Name of issuer     (b)   Issuer’s I.R.S. Identification Number     (c)   Issuer’s S.E.C. file number, if any     (d)   Issuer’s address, including zip code     (e)   Issuer’s telephone number, including area code           2.   (a)   Name of person for whose account the securities are to be sold     (b)   Such person’s relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing)     (c)   Such person’s address, including zip code           3.   (a)   Title of the class of securities to be sold     (b)   Name and address of each broker through whom the securities are intended to be sold     (c)   Number of shares or other units to be sold (if debt securities, give the aggregate face amount)     (d)   Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice     (e)   Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer     (f)   Approximate date on which the securities are to be sold     (g)   Name of each securities exchange, if any, on which the securities are intended to be sold          

Potential persons who are to respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.





Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of
the Class     Date you
Acquired     Name of Acquisition Transaction     Name of Person From
Whom Acquired
(If gift, also give date donor acquired)     Amount of
Securities Acquired     Date of Payment     Nature of Payment Class A Common Stock     12/5/14     Distribution from Limited Partnership     New Enterprise Associates 12, Limited Partnership     80,784.00     1/15/08 (paid by partnership)     Cash  


      INSTRUCTIONS:   If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.      



Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of the Seller     Title of Securities Sold     Date of Sale     Amount of
Securities Sold     Gross Proceeds                            






See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.


The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.


December 15, 2014


Date of Notice



Date of Plan Adoption or Giving of Instruction,
if Relying on Rule 10b5-1.


/s/ Rossana Di Lieto, Chief Compliance Officer



The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)