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
(Amendment No )*
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Groupon, Inc.
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
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399473206
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(CUSIP Number)
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June 5, 2023
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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 the Notes).
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CUSIP Nos.
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399473206
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1
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NAMES OF REPORTING PERSONS
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Islet Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,781,000 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,781,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,781,000 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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(1) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds
over which Islet Management, LP exercises investment discretion
2
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CUSIP Nos.
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399473206
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1
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NAMES OF REPORTING PERSONS
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Joseph Samuels
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,781,000 (2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,781,000 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,781,000 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(2) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds
over which Joseph Samuels, through his positions as Chief Executive Officer and Chief Investment Officer of Islet Management, LP, exercises investment discretion.
3
| Item 1(a). |
Name of Issuer:
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Groupon, Inc., a Delaware corporation (the "Issuer").
| Item 1(b). |
Address of Issuer's Principal Executive Offices:
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600 W Chicago Ave., Suite 400
Chicago, IL 60654
| Item 2(a). |
Name of Person(s) Filing:
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This Schedule 13G filing relates to shares of Common Stock, $0.0001 par value per share (the "Common Stock"), of the Issuer.
This Schedule 13G is being filed on behalf of the following persons/entities (collectively, the "Reporting Persons"):
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Islet Management, LP ("Islet")
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Joseph Samuels
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| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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590 Madison Avenue, 27th Floor
New York, NY 10022
| Item 2(c). |
Citizenship:
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Islet is organized under the laws of the State of Delaware.
Joseph Samuels is a United States citizen.
| Item 2(d). |
Title of Class of Securities:
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Common Stock, par value $0.0001 per share
| Item 2(e). |
CUSIP Number: 399473206
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| 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(n):
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Not applicable.
| Item 4. |
Ownership.
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(a) Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Islet acts as investment manager to, and exercises investment discretion with respect to funds that hold the securities of the Issuer described herein (the “Accounts”). Mr. Samuels is the Chief Executive Officer and Chief
Investment Officer of Islet. As investment manager to the Accounts, Islet, pursuant to an investment management agreement, has discretionary investment authority and voting power with respect to the Common Stock beneficially owned by the Accounts.
Thus, it could be deemed to have the power to vote and dispose or direct the disposition of such Common Stock or the right to acquire such power upon exercise of the call options held by the Accounts.
As the Chief Executive Officer and Chief Investment Officer of Islet, Mr. Samuels has the ability to exercise investment discretion over the Accounts. Thus, he could be deemed to share the power to vote and dispose or
direct the disposition of the Common Stock beneficially owned by the Accounts.
As of the date hereof, the Accounts directly held 250,000 shares of Common Stock and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, representing 5.8% of the
shares of Common Stock outstanding.
4
This Schedule 13G is jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit A.
Calculations of the percentage of shares of Common Stock beneficially owned are based on 30,791,587 shares of Common Stock outstanding as of May 5, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer
with the Securities and Exchange Commission on May 10, 2023.
(b) Percent of class:
See Item 4(a) above
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Number of shares as to which the person has:
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Sole power to vote or to direct the vote:
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See Item 5 of each cover page hereof.
| (ii) |
Shared power to vote or to direct the vote:
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See Item 6 of each cover page hereof.
| (iii) |
Sole power to dispose or to direct the disposition of:
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See Item 7 of each cover page hereof.
| (iv) |
Shared power to dispose or to direct the disposition of:
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See Item 8 of each cover page hereof.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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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.
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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.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
5
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.
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Dated: June 14, 2023
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ISLET MASTER FUND, L.P.
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By: Islet GP, LLC, its general partner
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By:
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/s/ Joseph Samuels
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Name:
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Joseph Samuels
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Title:
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Managing Member
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ISLET MANAGEMENT, LP
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By:
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/s/ Rebecca Waldman
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Name:
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Rebecca Waldman
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Title:
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General Counsel
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JOSEPH SAMUELS
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/s/ Joseph Samuels
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EXHIBITS
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Exhibit
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Title
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A
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Joint Filing Agreement
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Exhibit A
Joint Filing Agreement
We, the undersigned, hereby express our agreement that the attached Schedule 13G is, and any further amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on
Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
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Dated: June 14, 2023
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ISLET MASTER FUND, L.P.
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By:
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Islet GP, LLC, its general partner
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By:
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/s/ Joseph Samuels
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Name:
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Joseph Samuels
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Title:
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Managing Member
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ISLET MANAGEMENT, LP
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By:
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/s/ Rebecca Waldman
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Name:
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Rebecca Waldman
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Title:
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General Counsel
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JOSEPH SAMUELS
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/s/ Joseph Samuels
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