4/A: Groupon CEO Dusan Senkypl Amends SEC Filing to Clarify Performance Share Unit Vesting and Forfeiture
Summary
- Dusan Senkypl, CEO, Director, and 10% Owner of Groupon, Inc. (GRPN), filed an amended Form 4 (Form 4/A) on May 23, 2025, to correct and add details to an original filing from May 14, 2025.
- The amendment clarifies the disposition of 109,250 Performance Share Units (PSUs) in Table II, which were incorrectly reported as an acquisition in the original filing.
- On May 12, 2025, 109,250 PSUs vested and converted into Common Stock, as the compensation committee determined that pre-established performance criteria, specifically a stock price hurdle for the one-year period ending May 2, 2025, had been met.
- An additional transaction was included, detailing the forfeiture of 5,750 PSUs, originally granted on May 1, 2024, due to a 5% reduction under a vesting-modifier performance metric.
- Following these transactions, Dusan Senkypl directly beneficially owns 554,511 shares of Common Stock and 1,278,948 Performance Share Units.
- Indirect beneficial ownership includes 10,180,970 shares of Common Stock through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE, where Mr. Senkypl is a control person and Chairman of the board.
Sentiment
Score: 7
Explanation: The sentiment is positive due to the significant vesting of performance share units, indicating the achievement of a stock price hurdle. The minor forfeiture and amendment are procedural adjustments that do not significantly detract from the overall positive implication of performance-based compensation being earned.
Positives
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle for the one-year performance period ending May 2, 2025, reflecting positive stock performance.
- The conversion of PSUs into common stock aligns management's interests with shareholder value creation.
Negatives
- A forfeiture of 5,750 Performance Share Units occurred due to a 5% reduction under a vesting-modifier performance metric, indicating a partial non-achievement of certain performance targets.
Future Outlook
The document does not provide explicit forward-looking statements or guidance beyond the details of past performance-based vesting.
Management Comments
- The compensation committee of the board of directors of the Issuer determined that the performance criteria had been met, resulting in the vesting of these shares.
- The performance share units reported on this line were credited due to a performance metric related to the achievement of a preestablished stock price hurdle for the one-year performance period ending May 2, 2025.
Industry Context
This filing is specific to an insider's compensation and ownership changes at Groupon and does not provide broader industry context or trends.
Stakeholder Impact
- Shareholders: The vesting of performance-based compensation for the CEO, tied to a stock price hurdle, suggests alignment of management incentives with shareholder value creation, potentially boosting investor confidence.
- Employees: While not directly impacted by this filing, the compensation structure for executives can influence overall company culture and performance expectations.
Related Party Transactions
- Dusan Senkypl's indirect beneficial ownership of 10,180,970 shares of Common Stock through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE, where he serves as a control person and Chairman of the board of Pale Fire Capital.
Key Dates
- 05/02/2025: End of the one-year performance period for the stock price hurdle related to PSU vesting.
- 05/12/2025: Transaction date for the vesting of 109,250 PSUs and the forfeiture of 5,750 PSUs.
- 05/14/2025: Date of original Form 4 filing.
- 05/23/2025: Date of amended Form 4/A filing.
Keywords
Filings with Classifications
Financing Transaction Announcement
- The company is issuing $244,071,000 aggregate principal amount of new 4.875% Convertible Senior Notes due 2030 in exchange for existing notes. While it's an exchange and not a cash raise, it is a form of capital restructuring that impacts the company's debt capital.
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an "inadvertent administrative oversight."
Insider Transaction Report
- The Form 4 was filed late, indicating a lapse in regulatory compliance due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, as stated in the filing.
Insider Transaction Report Amendment
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle, which is a positive performance indicator for the company's stock.
Earnings Press Release
- Global revenue decreased by 5% year-over-year, indicating a decline in overall sales performance.
- Adjusted EBITDA decreased from $19.5 million to $15.3 million, suggesting a decrease in profitability.
Quarterly Report
- Revenue decreased from $123.08 million to $117.19 million, indicating a worse than expected performance.
- Adjusted EBITDA decreased from $19.52 million to $15.33 million, indicating a worse than expected performance.
Proxy Statement
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Earnings Release
- While North America Local billings showed positive growth, overall revenue, gross billings, and unit sales decreased year-over-year, and the company reported a net loss for both the quarter and the full year.
Annual Results
- Gross billings, units, revenue, and gross profit all decreased year-over-year, indicating a decline in overall business activity.
Debt Issuance Announcement
- The document details a capital raise of $20 million through the issuance of convertible senior secured notes.
- The total issuance was $197.26 million, with the majority being an exchange of existing debt.
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The company entered into exchange and subscription agreements for $197.3 million of new convertible senior secured notes due 2027.
Quarterly Report
- The company's revenue, gross profit, and adjusted EBITDA all decreased compared to the same period last year, indicating worse than expected results.
SEC Form 4 Filing
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Financing Announcement
- Groupon is raising $20 million in gross cash proceeds through the issuance of new 2027 convertible secured notes.
- The company is also exchanging $176.26 million of existing 2026 notes for new 2027 notes, which is a form of capital restructuring.
Quarterly Report
- The company reported a smaller net loss compared to the same quarter last year.
- The company achieved positive operating and free cash flow.
- North America local revenue grew by 7% year-over-year.
Quarterly Report
- The company's revenue decreased slightly year-over-year, indicating a worse performance than expected in terms of top-line growth.
Quarterly Report
- The company's results were better than expected as they exceeded the high end of guidance.
- The company achieved its first consolidated revenue growth since 2016.
- Adjusted EBITDA turned positive, a significant improvement from the previous year.
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The rights offering was fully backstopped by Pale Fire Capital SICAV a.s.
Quarterly Report
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
Executive Appointment and Compensation Announcement
- The company is seeking stockholder approval to increase the number of shares available under the 2011 Incentive Plan by 7,000,000 shares.
- This increase is necessary to cover the PSU awards granted to the CEO and CFO, as well as future awards to other employees.
Proxy Statement
- The Pale Fire Parties amended and restated the Standstill Agreement to (a) modify the termination date from the earlier to occur of forty-five days following the date on which Mr.
- Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company to December 31, 2024; and (b) exclude any and all shares of common stock purchased by the Pale Fire Parties in connection with (i) their exercise of basic subscription rights prior to the expiration of the Rights Offering, (ii) fully purchasing any and all unsubscribed shares in the Rights Offering following its expiration, and (iii) the exercise of their over-subscription privileges, if applicable, from the Pale Fire Parties existing 25% beneficial ownership limitation.
Quarterly Report
- In January 2024, Groupon closed a fully backstopped Rights Offering that was oversubscribed and raised $80.0 million.
Quarterly Report
- The company's Q4 results were better than expected, with positive net income and adjusted EBITDA, which is a significant improvement from previous quarters.
- The company also resolved its going concern issue, which was a major concern in previous periods.
Annual Results
- The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Debt Repayment Announcement
- Groupon conducted an $80 million fully backstopped rights offering.
- The rights offering was made available to all holders of record of the company's common stock.
- The proceeds from the rights offering were used to repay debt and for general corporate purposes.
Capital Raise Announcement
- Groupon completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- The company issued 7,079,646 shares at $11.30 per share.
Business Update
- The company expects Q4 2023 results to be at or above the high end of guidance, indicating better than expected performance.
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