SC 13D/A 1 sc13da913335002_06132022.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Groupon, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

399473206

(CUSIP Number)

JAN BARTA

PALE FIRE CAPITAL SE

Zatecka 55/14

Josefov, 110 00 Prague 1

Czech Republic

+420 777-767-773

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 13, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 399473206


	1	NAME OF REPORTING PERSON

			PALE FIRE CAPITAL SE
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			CZECH REPUBLIC
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,443,352
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,443,352
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,443,352
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.8%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 399473206


	1	NAME OF REPORTING PERSON

			DUSAN SENKYPL
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			PF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			CZECH REPUBLIC
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,271,846
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,443,352
PERSON WITH			9	SOLE DISPOSITIVE POWER

					2,271,846
			10	SHARED DISPOSITIVE POWER

					1,443,352
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,715,198
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			12.4%
	14	TYPE OF REPORTING PERSON

			IN, HC

CUSIP No. 399473206


	1	NAME OF REPORTING PERSON

			JAN BARTA
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			PF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			CZECH REPUBLIC
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,838,712
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,443,352
PERSON WITH			9	SOLE DISPOSITIVE POWER

					2,838,712
			10	SHARED DISPOSITIVE POWER

					1,443,352
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			4,282,064
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			14.3%
	14	TYPE OF REPORTING PERSON

			IN, HC

CUSIP No. 399473206

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On June 13, 2022, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, immediately following the Issuer’s 2022 annual meeting of stockholders scheduled to be held on June 15, 2022 (the “2022 Annual Meeting”), the Issuer will (i) increase the size of its Board of Directors (the “Board”) to nine (9) directors and (ii) (A) appoint Dusan Senkypl to the Board to serve as a new director and (B) appoint Jan Barta to initially serve as a Board observer and then as a new director by November 30, 2022. In addition, following Mr. Senkypl’s appointment to the Board, he will serve as a member of the Executive Committee of the Board (the “Executive Committee”). Mr. Barta will serve as an observer of the Executive Committee following his appointment as a Board observer and will continue to serve as an observer of the Executive Committee following his appointment as a director. Until the Termination Date (as defined below), the Issuer also agreed not to increase the size of the Board beyond ten members or seek to classify the Board without the Reporting Persons’ consent.

Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Cooperation Agreement until the earlier to occur of (i) 30 days prior to the nomination deadline for the Issuer’s 2023 annual meeting of stockholders and (ii) 120 days prior to the first anniversary of the date on which the Issuer first mailed its proxy materials or a notice of availability of proxy materials for the 2022 Annual Meeting (such earliest date, the “Termination Date”). The Reporting Persons also agreed to vote their Shares (A) in favor of each of the Board’s proposals at the 2022 Annual Meeting and (B) in accordance with the Board’s recommendation with respect to any other matter presented to stockholders prior to the Termination Date; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). Until the Termination Date, the Reporting Persons also agreed not to acquire ownership of more than 25% of the outstanding Shares.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issue.

Item 6 is hereby amended to add the following:

On June 13, 2022, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7.

Material to be Filed as Exhibit.

Item 7 is hereby amended to add the following exhibit:

99.1

Cooperation Agreement, dated June 13, 2022

CUSIP No. 399473206

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2022	Pale Fire Capital SE

	By:	/s/ Dusan Senkypl
		Name:	Dusan Senkypl
		Title:	Chairman of the Board


	/s/ Dusan Senkypl
	Dusan Senkypl


	/s/ Jan Barta
	Jan Barta

SEC Form SC 13D/A filed by Groupon Inc. (Amendment)