Sec Form 13G Filing - Alibaba Group Holding Ltd filing for Groupon Inc. (GRPN) - 2022-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

 

 

 

Groupon, Inc.

(Name of Issuer)

 

Common Stock, par value US$0.0001 per share

(Title of Class of Securities)

 

399473107

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
   
¨ Rule 13d-1(c)
   
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 399473107
 
  1. Names of Reporting Persons
Alibaba Group Holding Limited
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
   
6. Shared Voting Power
0
   
7. Sole Dispositive Power
0
   
8. Shared Dispositive Power
0

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  10.

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

Not applicable

 
  11. Percent of Class Represented by Amount in Row (9)
0%
 
  12. Type of Reporting Person (See Instructions)
CO

 

2 

 

 

CUSIP No. 399473107
 
  1. Names of Reporting Persons
Alibaba Group Treasury Limited
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
0

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
 
  11. Percent of Class Represented by Amount in Row (9)
0%
 
  12. Type of Reporting Person (See Instructions)
CO

 

3 

 

 

CUSIP No. 399473107
 
  1. Names of Reporting Persons
Des Voeux Investment Company Limited
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
0

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
 
  11. Percent of Class Represented by Amount in Row (9)
0%
 
  12. Type of Reporting Person (See Instructions)
CO

 

4 

 

 

CUSIP No. 399473107
 
Item 1.
  (a) Name of Issuer
Groupon, Inc.
  (b)

Address of Issuer’s Principal Executi ve Offices
600 West Chicago Avenue, Suite 400

Chicago, Illinois

 
Item 2.
  (a) Name of Person Filing
This schedule is filed by and on behalf of:
    1 Alibaba Group Holding Limited
    2 Alibaba Group Treasury Limited
    3 Des Voeux Investment Company Limited
  (b) Address of the Principal Office or, if none, Residence
    1 Alibaba Group Holding Limited c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
    2 Alibaba Group Treasury Limited c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
    3 Des Voeux Investment Company Limited c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
  (c) Citizenship
    1 Alibaba Group Holding Limited Cayman Islands
    2 Alibaba Group Treasury Limited British Virgin Islands
    3 Des Voeux Investment Company Limited British Virgin Islands
  (d) Title of Class of Securities
Common Stock
  (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:
   
  Not applicable.

 

5 

 

 

CUSIP No. 399473107
   
Item 4. Ownership.
   
  As of December 31, 2021, the Reporting Persons beneficially own zero shares of Common Stock.

 

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 x.
 
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.
   
  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.
   
  Not applicable

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 10, 2022

 

  ALIBABA GROUP HOLDING LIMITED
  By: /s/ Jinwei Zhang
    Name: Jinwei Zhang
    Title: Authorized Signatory
     
     
 

ALIBABA GROUP TREASURY LIMITED

  By: /s/ Jinwei Zhang
    Name: Jinwei Zhang
    Title: Director
     
     
 

DES VOEUX INVESTMENT COMPANY LIMITED

  By: /s/ Jinwei Zhang
    Name: Jinwei Zhang
    Title: Director