Form 4: Groupon Director Jason Harinstein Receives Equity Grant, Filing Delayed Due to Administrative Oversight
Summary
- Jason Harinstein, a Director of Groupon, Inc. (GRPN), was granted 5,766 Restricted Stock Units (RSUs).
- The grant date for these RSUs was June 11, 2025.
- Each RSU represents a contingent right to receive one share of Groupon Common Stock.
- The RSUs are scheduled to vest in full on June 11, 2026, which is the first anniversary of the grant date.
- Following this transaction, Jason Harinstein beneficially owns 17,277 derivative securities (RSUs).
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Sentiment
Score: 6
Explanation: The sentiment is slightly positive due to the routine nature of an equity grant aligning director interests with shareholders, offset slightly by the minor negative of a late administrative filing.
Positives
- The grant of Restricted Stock Units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
- The RSUs are scheduled to vest over a year, indicating a retention mechanism for the director.
Negatives
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, which indicates a minor compliance lapse.
Risks
- The late filing of the Form 4 due to an "inadvertent administrative oversight" represents a minor compliance risk, potentially indicating internal control weaknesses in reporting procedures.
Future Outlook
The 5,766 Restricted Stock Units granted to Director Jason Harinstein are scheduled to vest in full on June 11, 2026, at which point the underlying shares of Common Stock will be deliverable.
Management Comments
- "This Form 4 is being filed late due to an inadvertent administrative oversight."
Industry Context
Equity grants, such as Restricted Stock Units, are a common form of compensation for directors and executives in publicly traded companies. They are used to align the interests of management with shareholders and incentivize long-term performance. This specific grant is a routine compensation event within the e-commerce and local deals industry.
Comparison to Industry Standards
- The grant of Restricted Stock Units (RSUs) to a director is a standard practice for executive and board compensation across various industries, including e-commerce and technology.
- The vesting schedule of one year (June 11, 2025, to June 11, 2026) is a common short-to-medium term vesting period for such grants, similar to practices at companies like Yelp or LivingSocial (though LivingSocial is no longer public).
- The value of the grant ($0 price per RSU, as it's a grant, not a purchase) is typical for equity compensation where the value is derived from the underlying stock price at vesting.
- The late filing, while noted, is generally a minor administrative issue and not indicative of a systemic problem unless it becomes a recurring pattern, unlike more significant compliance issues seen at companies facing regulatory scrutiny (e.g., accounting restatements at Enron or Wells Fargo's past sales practices).
Stakeholder Impact
- Shareholders: The equity grant aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders if the stock price increases.
- Management/Directors: Jason Harinstein receives additional equity compensation, incentivizing his continued contribution to the company.
Next Steps
- Vesting of 5,766 Restricted Stock Units on June 11, 2026, at which point the shares will be deliverable to Jason Harinstein.
Related Party Transactions
- The grant of 5,766 Restricted Stock Units to Jason Harinstein, a Director of Groupon, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.
Key Dates
- 06/11/2025: Date of RSU grant to Jason Harinstein.
- 06/16/2025: Date the Form 4 was signed and filed.
- 06/11/2026: Scheduled vesting date for the 5,766 Restricted Stock Units.
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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