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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Groupon, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
399473206
(CUSIP Number)
June 30, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 in 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 Instructions).
CUSIP No.: 399473206
| 1 |
NAME OF REPORTING PERSON
Maple Rock Capital Partners Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
4,126,700
|
|
| 6 |
SHARED VOTING POWER
0
|
||
| 7 |
SOLE DISPOSITIVE POWER
4,126,700
|
||
| 8 |
SHARED DISPOSITIVE POWER
0
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,126,700
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.77%
|
||
| 12 |
TYPE OF REPORTING PERSON
IA
|
||
CUSIP No.: 399473206
| 1 |
NAME OF REPORTING PERSON
Xavier Majic
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
4,126,700
|
|
| 6 |
SHARED VOTING POWER
0
|
||
| 7 |
SOLE DISPOSITIVE POWER
4,126,700
|
||
| 8 |
SHARED DISPOSITIVE POWER
0
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,126,700
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.77%
|
||
| 12 |
TYPE OF REPORTING PERSON
IN, HC
|
||
CUSIP No.: 399473206
| ITEM 1(a). |
NAME OF ISSUER:
Groupon, Inc.
|
|
| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
600 West Chicago Avenue, Suite 400
Chicago, IL 60654 |
|
| ITEM 2(a). |
NAME OF PERSON FILING:
Maple Rock Capital Partners Inc.
Xavier Majic |
|
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
21 St. Clair Avenue East
Suite 1100 Toronto A6 M4T 1L9 |
|
| ITEM 2(c). |
CITIZENSHIP:
Ontario, Canada
Canada |
|
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock
|
|
| ITEM 2(e). |
CUSIP NUMBER:
399473206
|
|
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
|
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
|
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
|
(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
|
(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
|
(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
|
(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
|
(g)
[X] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
|
(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
|
(i)
[ ] |
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)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
|
(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP | |
| (a) Amount beneficially owned: | ||
| 4,126,700 | ||
| (b) Percent of class: | ||
| 13.77% | ||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| Maple Rock Capital Partners Inc. : 4,126,700 Xavier Majic : 4,126,700 |
||
| (ii) shared power to vote or to direct the vote: | ||
| Maple Rock Capital Partners Inc. : 0 Xavier Majic : 0 |
||
| (iii) sole power to dispose or direct the disposition of: | ||
| Maple Rock Capital Partners Inc. : 4,126,700 Xavier Majic : 4,126,700 |
||
| (iv) shared power to dispose or to direct the disposition of: | ||
| Maple Rock Capital Partners Inc. : 0 Xavier Majic : 0 |
||
| 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
[ ].
|
|
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Maple Rock Capital Partners Inc. (the "Manager") is an SEC-registered investment advisor whose client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement. Mr. Majic is the Chief Investment Officer of the Manager.
|
|
| 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:
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Further, each of the Reporting Persons disclaims beneficial ownership of the stock except to the extent of that Reporting Person's pecuniary interest therein.
|
|
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
Not applicable
|
|
| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
CUSIP No.: 399473206
SIGNATURE
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.
| August 15 2022 |
Maple Rock Capital Partners Inc.
By:
/s/ Stephen D. Lane
Name:
Stephen D. Lane
Title:
Chief Financial Officer
|
| August 15 2022 |
Xavier Majic
By:
/s/ Xavier Majic
Name:
Xavier Majic
Title:
|
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: 399473206
JOINT FILING AGREEMENT
The undersigned hereby agree that each of them is individually eligible to use
the Schedule 13G to which this Exhibit I is attached, and such Schedule 13G is
filed on behalf of each of them; and each of them is responsible for the timely
filing of such Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Dated: August 15, 2022
Maple Rock Capital Partners Inc.
By: /s/ Stephen D. Lane
-------------------------------
Name: Stephen D. Lane
Title: Chief Financial Officer
By: /s/ Xavier Majic
-------------------------------
Name: Xavier Majic
The undersigned hereby agree that each of them is individually eligible to use
the Schedule 13G to which this Exhibit I is attached, and such Schedule 13G is
filed on behalf of each of them; and each of them is responsible for the timely
filing of such Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Dated: August 15, 2022
Maple Rock Capital Partners Inc.
By: /s/ Stephen D. Lane
-------------------------------
Name: Stephen D. Lane
Title: Chief Financial Officer
By: /s/ Xavier Majic
-------------------------------
Name: Xavier Majic