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Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

September 6,
2011

VIA EDGAR AND E-MAIL

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, NE

Mail Stop 3720

Washington, DC 20549-6010

Re:Groupon, Inc.

Registration Statement on Form S-1 filed on June 2, 2011

Amendment No. 1 filed on July 14, 2011

Amendment No. 2 filed on August 10, 2011

File No. 333-174661

Dear Mr. Spirgel:

        On
behalf of Groupon, Inc. (the "Company"), set forth below are the responses of the Company to certain comments of the Staff raised
during telephone calls on August 31, 2011 and September 2, 2011, among the Staff, representatives of the Company, Ernst & Young LLP, the Company's independent auditors, and
Winston & Strawn LLP, the Company's outside legal counsel, relating to the Registration Statement on Form S-1 (Registration No. 333-174661) (the  "Registration Statement"), originally
filed with the Securities and Exchange Commission (the  "Commission") on June 2, 2011, as amended by Amendment No. 1 to the Registration Statement, filed with the Commission on July 14,
2011, and as amended by Amendment No. 2 to the Registration Statement, filed with the Commission on August 10, 2011.

        The
Company submits for the Staff's review and consideration two alternative presentations of its consolidated statement of operations. Under the first alternative, and in the Company's
view the preferred manner of presentation, gross billings and merchant fees appear on the face of its consolidated statements of operations. An example of this financial statement and related summary
consolidated financial data presentation is set forth on Exhibit A attached hereto. For purposes of this presentation, gross billings are defined
as the amounts collected from customers, excluding any applicable taxes. Merchant fees are defined as the agreed upon amount of the purchase price of the Groupon payable to the featured merchant,
excluding any applicable taxes.

        The
Company believes the presentation of both gross billings and merchant fees on the face of its consolidated statements of operations provides greater transparency and insight into the
business operations and financial results of the Company and is likewise the proper means of presentation for other participants in the nascent daily deal industry. The Company also submits this
format is consistent with the financial statement presentation of other registrants.

        In
addition, presenting this information in a consistent and clear manner across the Company's industry will provide investors and analysts with, in the Company's view, critical
information in assessing the relative strengths and operating performance of industry participants. The Company urges the Staff to consider that the daily deal business, as a new industry, warrants
consideration of accounting presentations that may depart from conventional practice. Such departure is particularly appropriate here as it serves the

interests
of promoting transparency and facilitating a clearer and more complete understanding of the transactions that are at the core of the business.

        Moreover,
as noted in its initial Form S-1 filing, the Company considers "gross profit"—the funds it retains from the sale of Groupon
vouchers—and Free Cash Flow to be critical measures of its performance. The Company respectfully submits that it would be anomalous to present financial statements that did not mandate
clear disclosure of the elements necessary for investors to both calculate and track changes in such measures. The proposed presentation of gross billings with merchant fees will isolate this
information in a manner that will enable investors to calculate, with precision and by segment, the "gross margins" generated by the Company's deals as well as the Days Payables Outstanding (or DPO)
relating to the Company's payments to merchants. Also, presenting gross billings will enable a better assessment of the efficiency of the Company's marketing initiatives as the effectiveness of such
initiatives can be measured, at least in part, as a function of growth in the dollar volume of transactions that the Company completes with customers.

        As
indicated above, providing the proposed items on the face of the Company's consolidated statement of operations appears consistent with the financial statement presentation of other
registrants reporting both gross and net revenue. Examples of registrants presenting in a manner similar to the Company's proposed presentation include Nisource, Ambassadors Group, WebDigs and FC
Stone. While the Company does not have insight into the Staff's review or involvement in developing these presentations, the Company notes that the examples cross a variety of industries and would
appear to support the principle that facts and circumstances of a particular industry or registrant allow for some flexibility in determining the appropriate manner of financial presentation.

        The
Company acknowledges that the proposed presentation does not conform precisely to ASC 605-45-50-1. The materiality of the information
presented, coupled with novelty of the accounting issues presented by the daily deal industry, including the challenge of evaluating this industry against the gross versus net criteria in the current
guidelines, warrant some deviation from the strict construct of that standard—as has been the case with other industries and registrants. Moreover, the Company would welcome input from the
Staff as
to other forms of presentation that would provide investors with the requested information in as clear and consistent a manner.

        As
a second form of presentation, the Company submits a consolidated statement of operations which includes parenthetical disclosure of gross billings. An example of this financial
statement and related summary consolidated financial data presentation is set forth on Exhibit B attached hereto. For the reasons noted above,
the Company believes that presentation of gross billings is critical to an understanding of its business as it isolates a key factor driving revenues. It also provides, to a limited degree, insight
into deal margins. While this presentation conforms more closely to ASC 605-45-50-1, the Company respectfully submits that it omits from the face of the
consolidated statements of operations information that is material to both management and investors in assessing the performance of the business.

*    *    *

2

        If
you have any questions regarding any of the responses in this letter, please call me at (312) 558-5979.

Respectfully submitted,

/s/ STEVEN J. GAVIN

Steven J. Gavin

Enclosures

cc:

 Andrew D. Mason

David R. Schellhase

Matthew F. Bergmann

 3

Exhibit A

  GROUPON, INC.

    CONSOLIDATED STATEMENTS OF OPERATIONS

    (in thousands, except share and per share amounts)

Year Ended December 31,

2008

2009

2010

 Gross billings

$
94

$
34,082

$
745,348

 Less: merchant fees

89

19,542

432,407

 Net revenue

5

14,540

312,941

 Costs and expenses:

 Marketing

163

4,873

284,348

 Selling, general and administrative

1,474

10,744

245,754

 Acquisition-related

—

—

203,183

 Total operating expenses

1,637

15,617

733,285

 Loss from operations

(1,632
)

(1,077
)

(420,344
)

 Interest and other income (expense), net

90

(16
)

284

 Loss before provision for income taxes

(1,542
)

(1,093
)

(420,060
)

 Provision (benefit) for income taxes

—

248

(6,674
)

 Net loss

(1,542
)

(1,341
)

(413,386
)

 Less: Net loss attributable to noncontrolling interests

—

—

23,746

 Net loss attributable to Groupon, Inc.

(1,542
)

(1,341
)

(389,640
)

 Dividends on preferred stock

(277
)

(5,575
)

(1,362
)

 Redemption of preferred stock in excess of carrying value

—

—

(52,893
)

 Adjustment of redeemable noncontrolling interests to redemption value

—

—

(12,425
)

 Preferred stock distributions

(339
)

—

—

 Net loss attributable to common stockholders

$
(2,158
)
$
(6,916
)
$
(456,320
)

 Net loss per share

 Basic

$
(0.01
)
$
(0.04
)
$
(2.66
)

 Diluted

$
(0.01
)
$
(0.04
)
$
(2.66
)

 Weighted average number of shares outstanding

 Basic

166,738,129

168,604,142

171,349,386

 Diluted

166,738,129

168,604,142

171,349,386

See Notes to Consolidated Financial Statements.

F-5

  SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

        We present below our summary consolidated financial and other data for the periods indicated. Financial information for
periods prior to 2008 has not been provided because we began operations in 2008. The summary consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 and
the balance sheet data as of December 31, 2009 and 2010 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data for
the year ended December 31, 2008 was derived from financial statements, which are not included in this prospectus. The summary consolidated statements of operations data for the periods ended
June 30, 2010 and 2011 and the balance sheet data as of June 30, 2011 have been derived from our unaudited consolidated financials statements included elsewhere in this prospectus. The
unaudited information was prepared on a basis consistent with that used to prepare our audited financial statements and includes all adjustments, consisting of normal and recurring items, that we
consider necessary for a fair presentation of the unaudited period. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods. You
should read this information together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and
accompanying notes, each included elsewhere in this prospectus.

Year Ended December 31,

Six Months Ended

June 30,

2008

2009

2010

2010

2011

(unaudited)

(unaudited)

(dollars in thousands, except per share data)

 Consolidated Statements of Operations Data:

 Gross billings

$
94

$
34,082

$
745,348

$
135,807

$
1,597,423

 Less: merchant fees

89

19,542

432,407

76,869

909,318

 Net revenue

5

14,540

312,941

58,938

688,105

 Costs and expenses:

 Marketing

163

4,873

284,348

39,848

432,093

 Selling, general and administrative

1,474

10,744

245,754

37,904

475,680

 Acquisition-related

—

—

203,183

9,434

—

 Total operating expenses

1,637

15,617

733,285

87,186

907,773

 Loss from operations

(1,632
)

(1,077
)

(420,344
)

(28,248
)

(219,668
)

 Interest and other income (expense), net

90

(16
)

284

(96
)

1,539

 Equity-method investment activity, net of tax

—

—

—

—

(8,763
)

 Loss before provision for income taxes

(1,542
)

(1,093
)

(420,060
)

(28,344
)

(226,892
)

 Provision (benefit) for income taxes

—

248

(6,674
)

(905
)

(1,732
)

 Net loss

(1,542
)

(1,341
)

(413,386
)

(27,439
)

(225,160
)

 Less: Net loss attributable to noncontrolling interests

—

—

23,746

61

19,759

 Net loss attributable to Groupon, Inc.

(1,542
)

(1,341
)

(389,640
)

(27,378
)

(205,401
)

 Dividends on preferred stock

(277
)

(5,575
)

(1,362
)

(1,046
)

—

 Redemption of preferred stock in excess of carrying value

—

—

(52,893
)

—

(34,327
)

 Adjustment of redeemable noncontrolling interests to redemption value

—

—

(12,425
)

—

(15,651
)

 Preferred stock distributions

(339
)

—

—

—

—

 Net loss attributable to common stockholders

$
(2,158
)
$
(6,916
)
$
(456,320
)
$
(28,424
)
$
(255,379
)

 Net loss per share

 Basic

$
(0.01
)
$
(0.04
)
$
(2.66
)
$
(0.17
)
$
(1.67
)

 Diluted

$
(0.01
)
$
(0.04
)
$
(2.66
)
$
(0.17
)
$
(1.67
)

 Weighted average number of shares outstanding

 Basic

166,738,129

168,604,142

171,349,386

169,048,421

152,813,014

 Diluted

166,738,129

168,604,142

171,349,386

169,048,421

152,813,014

 Other Financial Data:

 Segment operating (loss) income(1):

 North America

$
(1,608
)
$
(962
)
$
(10,436
)
$
8,309

$
(32,279
)

 International

—

—

(170,557
)

(23,047
)

(128,314
)

 Total CSOI

$
(1,608
)
$
(962
)
$
(180,993
)
$
(14,738
)
$
(160,593
)

(1)Consolidated
segment operating (loss) income, or CSOI, is a non-GAAP financial measure. See "—Summary Consolidated Financial and Other
Data—Non-GAAP Financial Measures" for a reconciliation of this measure to the most applicable financial measure under U.S. GAAP. We do not allocate stock-based compensation and
acquisition-related expense to the segments. See Note 13 "Segment Information" of Notes to Consolidated Financial Statements and Note 14
"Segment Information" of Notes to Condensed Consolidated Financial Statements (Unaudited) for additional information.

 7

Exhibit B

  GROUPON, INC.

    CONSOLIDATED STATEMENTS OF OPERATIONS

    (in thousands, except share and per share amounts)

Year Ended December 31,

2008

2009

2010

 Net revenue (gross billings of $94, $34,082 and $745,348, respectively)

$
5

$
14,540

$
312,941

 Costs and expenses:

 Marketing

163

4,873

284,348

 Selling, general and administrative

1,474

10,744

245,754

 Acquisition-related

—

—

203,183

 Total operating expenses

1,637

15,617

733,285

 Loss from operations

(1,632
)

(1,077
)

(420,344
)

 Interest and other income (expense), net

90

(16
)

284

 Loss before provision for income taxes

(1,542
)

(1,093
)

(420,060
)

 Provision (benefit) for income taxes

—

248

(6,674
)

 Net loss

(1,542
)

(1,341
)

(413,386
)

 Less: Net loss attributable to noncontrolling interests

—

—

23,746

 Net loss attributable to Groupon, Inc.

(1,542
)

(1,341
)

(389,640
)

 Dividends on preferred stock

(277
)

(5,575
)

(1,362
)

 Redemption of preferred stock in excess of carrying value

—

—

(52,893
)

 Adjustment of redeemable noncontrolling interests to redemption value

—

—

(12,425
)

 Preferred stock distributions

(339
)

—

—

 Net loss attributable to common stockholders

$
(2,158
)
$
(6,916
)
$
(456,320
)

 Net loss per share

 Basic

$
(0.01
)
$
(0.04
)
$
(2.66
)

 Diluted

$
(0.01
)
$
(0.04
)
$
(2.66
)

 Weighted average number of shares outstanding

 Basic

166,738,129

168,604,142

171,349,386

 Diluted

166,738,129

168,604,142

171,349,386

See Notes to Consolidated Financial Statements.

F-5

  SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

        We present below our summary consolidated financial and other data for the periods indicated. Financial information for
periods prior to 2008 has not been provided because we began operations in 2008. The summary consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 and
the balance sheet data as of December 31, 2009 and 2010 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data for
the year ended December 31, 2008 was derived from financial statements, which are not included in this prospectus. The summary consolidated statements of operations data for the periods ended
June 30, 2010 and 2011 and the balance sheet data as of June 30, 2011 have been derived from our unaudited consolidated financials statements included elsewhere in this prospectus. The
unaudited information was prepared on a basis consistent with that used to prepare our audited financial statements and includes all adjustments, consisting of normal and recurring items, that we
consider necessary for a fair presentation of the unaudited period. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods. You
should read this information together with "Management's Discussion and Analysis of Financial Condition and Res