SCHEDULE 13G/A: Investment Group Discloses 5% Stake in Groupon, Signals Potential for Shareholder Nomination Activity

Linmar Capital Fund, LP and affiliated entities, including Joseph A. Cohen and Abraham Morris Shamah, have jointly reported a 5.0% beneficial ownership stake in Groupon, Inc. as of December 31, 2024.

Summary

• Linmar Capital Fund, LP, Garnet Equity Capital Holdings, Inc., AMS Investors, LLC, Joseph A. Cohen, and Abraham Morris Shamah collectively reported beneficial ownership of 1,999,812 shares of Groupon, Inc. Common Stock.
• This ownership represents 5.0% of Groupon's outstanding common stock.
• The percentage is calculated based on 39,767,842 shares of Groupon, Inc. Common Stock outstanding as of November 7, 2024, as reported in the Issuer's Form 10-Q.
• All reporting persons share both voting and dispositive power over the 1,999,812 shares.
• The shares were not acquired for the purpose of changing or influencing the control of Groupon, Inc., except for activities solely in connection with a nomination under SEC Rule 14a-11.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate a positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

The reporting persons explicitly state that their acquisition of shares was not for the purpose of changing or influencing the control of Groupon, Inc., with the specific exception of activities solely in connection with a nomination under SEC Rule 14a-11. This indicates a potential future focus on corporate governance through board nominations.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an investment group in a publicly traded company. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The disclosure of a 5.0% stake by an investment group could influence investor perception and potentially the stock price, especially given the stated intent regarding potential Rule 14a-11 nominations.

Next Steps

• The reporting persons may engage in activities solely in connection with a nomination under SEC Rule 14a-11, indicating potential future involvement in Groupon's corporate governance.

Key Dates

Keywords

Groupon, GRPN, Schedule 13G, beneficial ownership, institutional investment, Linmar Capital Fund, Garnet Equity Capital Holdings, AMS Investors, Joseph A. Cohen, Abraham Morris Shamah, common stock, shareholder activism, SEC filing