|
Groupon, Inc.
|
|
(Name of Issuer)
|
|
Class A Common Stock, $0.0001 par value
|
|
(Title of Class of Securities)
|
|
399473107
|
|
(CUSIP Number)
|
|
December 31, 2013
|
|
(Date of Event Which Requires Filing of this Statement)
|
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Tiger Global Investments, L.P.
|
||||
|
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
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|||
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Tiger Global Performance, LLC
|
||||
|
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
|
|||
|
Delaware
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|||
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Tiger Global Management, LLC
|
||||
|
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
|
|||
|
Delaware
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
|
|||
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Charles P. Coleman III
|
||||
|
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
|
|||
|
United States
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|||
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Scott Shleifer
|
||||
|
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
|
|||
|
United States
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|||
|
CUSIP No
|
399473107
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Feroz Dewan
|
||||
|
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
|
|||
|
United States
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
11,463,759
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
11,463,759
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
11,463,759
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
1.7%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|||
|
CUSIP No
|
399473107
|
|
Item 1.
|
(a).
|
Name of Issuer:
|
|
|
Groupon, Inc.
|
|
(b).
|
Address of Issuer's Principal Executive Offices:
|
||
|
600 West Chicago Avenue, Suite 400
Chicago, Illinois 60654
|
|
Item 2.
|
(a).
|
Name of Person Filing:
|
|
|
Tiger Global Investments, L.P.
Tiger Global Performance, LLC
Tiger Global Management, LLC
Charles P. Coleman III
Scott Shleifer
Feroz Dewan
|
|
(b).
|
Address of Principal Business Office, or if None, Residence:
|
||
|
Tiger Global Investments, L.P.
c/o Citco Fund Services (Cayman Islands)Limited
Regatta Office Park
West Bay Road
P.O. Box 31106
Grand Cayman KY1-1205
Cayman Islands
Tiger Global Performance, LLC
Tiger Global Management, LLC
101 Park Ave
48th Floor
New York, New York 10178
Charles P. Coleman III
c/o Tiger Global Management, LLC
101 Park Ave
48th Floor
New York, New York 10178
Scott Shleifer
c/o Tiger Global Management, LLC
101 Park Ave
48th Floor
New York, New York 10178
Feroz Dewan
c/o Tiger Global Management, LLC
101 Park Ave
48th Floor
New York, New York 10178
|
|
(c).
|
Citizenship:
Tiger Global Investments, L.P. – Cayman Islands limited partnership
Tiger Global Performance, LLC – Delaware limited liability company
Tiger Global Management, LLC – Delaware limited liability company
Charles P. Coleman III – United States citizen
Scott Shleifer – United States citizen
Feroz Dewan – United States citizen
|
|
|
(d).
|
Title of Class of Securities:
|
||
|
Class A Common Stock, $0.0001 par value
|
|
(e).
|
CUSIP Number:
|
||
|
399473107
|
|
Item 3.
|
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
[_]
|
Insurance company as defined in Section 3(a)(19) of the Exchange 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)
|
[_]
|
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)
|
[_]
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_]
|
A savings association 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)
|
[_]
|
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
|
|
Item 4.
|
Ownership.
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
|
|
|
11,463,759 deemed beneficially owned by Tiger Global Investments, L.P.
11,463,759 deemed beneficially owned by Tiger Global Performance, LLC
11,463,759 shares deemed beneficially owned by Tiger Global Management, LLC
11,463,759 shares deemed beneficially owned by Charles P. Coleman III
11,463,759 shares deemed beneficially owned by Scott Shleifer
11,463,759 shares deemed beneficially owned by Feroz Dewan
|
|
(b)
|
Percent of class:
|
|
|
1.7% deemed beneficially owned by Tiger Global Investments, L.P.
1.7% deemed beneficially owned by Tiger Global Performance, LLC
1.7% deemed beneficially owned by Tiger Global Management, LLC
1.7% deemed beneficially owned by Charles P. Coleman III
1.7% deemed beneficially owned by Scott Shleifer
1.7% deemed beneficially owned by Feroz Dewan
|
|
(c)
|
Number of shares as to which Tiger Global Investments, L.P. has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
.
|
||
|
Number of shares as to which Tiger Global Performance, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
.
|
||
|
Number of shares as to which Tiger Global Management, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
.
|
||
|
Number of shares as to which Charles P. Coleman III has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
,
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
.
|
||
|
Number of shares as to which Scott Shleifer has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
|||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
|||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
|||
|
Number of shares as to which Feroz Dewan has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
|||
|
(ii)
|
Shared power to vote or to direct the vote
|
11,463,759
|
|||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
11,463,759
|
|||
|
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].
|
|
|
None of the reporting persons is the beneficial owner of more than five percent of the class of securities.
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
N/A
|
|
|
Item 10.
|
Certification.
|
|
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.
|
|
February 14, 2014
|
||
|
(Date)
|
||
|
Tiger Global Investments, L.P.
By Tiger Global Performance, LLC
Its General Partner
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
|
Tiger Global Performance, LLC
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
|
Tiger Global Management, LLC
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
|
Charles P. Coleman III
|
/s/ Charles P. Coleman III
Signature
|
|
Scott Shleifer
|
/s/ Scott Shleifer
Signature
|
|
Feroz Dewan
|
/s/ Feroz Dewan
Signature
|
|
Tiger Global Investments, L.P.
By Tiger Global Performance, LLC
Its General Partner
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
|
Tiger Global Performance, LLC
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
|
Tiger Global Management, LLC
|
/s/ Anil Crasto
Signature
Anil Crasto
Chief Operating Officer
|
|
Charles P. Coleman III
|
/s/ Charles P. Coleman III
Signature
|
|
Scott Shleifer
|
/s/ Scott Shleifer
Signature
|
|
Feroz Dewan
|
/s/ Feroz Dewan
Signature
|