SC 13G 1 brhc20054417_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No )*

Groupon, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

399473206

(CUSIP Number)

June 5, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 Nos.

399473206

1	NAMES OF REPORTING PERSONS
	Islet Management, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
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
			1,781,000 (1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,781,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,781,000 (1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

(1) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds over which Islet Management, LP exercises investment discretion

CUSIP Nos.

399473206

1	NAMES OF REPORTING PERSONS
	Joseph Samuels

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
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
			1,781,000 (2)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,781,000 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,781,000 (2)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(2) The amount set forth in each of Rows 6, 8 and 9 is based on 250,000 shares of Common Stock (as defined below) and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, held by funds over which Joseph Samuels, through his positions as Chief Executive Officer and Chief Investment Officer of Islet Management, LP, exercises investment discretion.

Item 1(a).

Name of Issuer:

Groupon, Inc., a Delaware corporation (the "Issuer").

Item 1(b).

Address of Issuer's Principal Executive Offices:

600 W Chicago Ave., Suite 400

Chicago, IL 60654

Item 2(a).

Name of Person(s) Filing:

This Schedule 13G filing relates to shares of Common Stock, $0.0001 par value per share (the "Common Stock"), of the Issuer.

This Schedule 13G is being filed on behalf of the following persons/entities (collectively, the "Reporting Persons"):

•

Islet Management, LP ("Islet")

•

Joseph Samuels

Item 2(b).

Address of Principal Business Office or, if none, Residence:

590 Madison Avenue, 27th Floor

New York, NY 10022

Item 2(c).

Citizenship:

Islet is organized under the laws of the State of Delaware.

Joseph Samuels is a United States citizen.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e).

CUSIP Number: 399473206

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n):

Not applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

Islet acts as investment manager to, and exercises investment discretion with respect to funds that hold the securities of the Issuer described herein (the “Accounts”). Mr. Samuels is the Chief Executive Officer and Chief Investment Officer of Islet. As investment manager to the Accounts, Islet, pursuant to an investment management agreement, has discretionary investment authority and voting power with respect to the Common Stock beneficially owned by the Accounts. Thus, it could be deemed to have the power to vote and dispose or direct the disposition of such Common Stock or the right to acquire such power upon exercise of the call options held by the Accounts.

As the Chief Executive Officer and Chief Investment Officer of Islet, Mr. Samuels has the ability to exercise investment discretion over the Accounts. Thus, he could be deemed to share the power to vote and dispose or direct the disposition of the Common Stock beneficially owned by the Accounts.

As of the date hereof, the Accounts directly held 250,000 shares of Common Stock and 1,531,000 shares of Common Stock underlying call options that are currently exercisable, representing 5.8% of the shares of Common Stock outstanding.

This Schedule 13G is jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit A.

Calculations of the percentage of shares of Common Stock beneficially owned are based on 30,791,587 shares of Common Stock outstanding as of May 5, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 10, 2023.

(b) Percent of class:

See Item 4(a) above

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page hereof.

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page hereof.

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page hereof.

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page hereof.

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 [].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 14, 2023
	ISLET MASTER FUND, L.P.
	By: Islet GP, LLC, its general partner

	By:	/s/ Joseph Samuels

	Name:	Joseph Samuels
	Title:	Managing Member


	ISLET MANAGEMENT, LP

	By:	/s/ Rebecca Waldman
	Name:	Rebecca Waldman
	Title:	General Counsel

	JOSEPH SAMUELS

	/s/ Joseph Samuels

EXHIBITS

Exhibit		Title
A		Joint Filing Agreement

Exhibit A

Joint Filing Agreement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: June 14, 2023

	ISLET MASTER FUND, L.P.
	By:	Islet GP, LLC, its general partner

	By:	/s/ Joseph Samuels

	Name:	Joseph Samuels
	Title:	Managing Member

	ISLET MANAGEMENT, LP

	By:	/s/ Rebecca Waldman
	Name:	Rebecca Waldman
	Title:	General Counsel

	JOSEPH SAMUELS

	/s/ Joseph Samuels

SEC Form SC 13G filed by Groupon Inc.