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Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

September 30,
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.

File No. 333-174661

Dear Mr. Spirgel:

        Pursuant
to the Staff's request, please find attached as Exhibit A a copy of the form Groupon Merchant Agreement provided on August 19, 2011 by
Steven J. Gavin of Winston & Strawn LLP on behalf of Groupon, Inc. to Neil J. Laverty of the Securities and Exchange Commission's Office of the Chief Accountant.

*    *    *

        If
you have any questions, please call me at (312) 558-5979.

Respectfully submitted,

/s/ STEVEN J. GAVIN

Steven J. Gavin

Enclosure

cc:

 Andrew D. Mason

David R. Schellhase

Matthew F. Bergmann

 2

  Exhibit A

 Groupon, Inc.

 Groupon Merchant Agreement

Date
of Agreement: «Today»

Merchant
Name (herein referred to as "Merchant"): «ACCOUNT_NAME»

This
"Merchant Agreement" or "Agreement", effective as of the above date ("Effective Date"), is entered into by and between Groupon, Inc., a Delaware corporation with principal offices at 600
West Chicago Ave., Suite 620, Chicago, IL 60610 and «ACCOUNT_NAME» ("Merchant"). The parties shall be referred to collectively as the "Parties."

Merchant
wishes to offer its products or services for sale through vouchers (the "Voucher(s)") which can be redeemed for Merchant's goods and/or services at a discount, which are offered to the public
for purchase at www.groupon.com (the "Website") and are activated ("Activated") only upon reaching an agreed upon volume of purchasers ("Volume Threshold") and an agreed
upon discount; and Groupon wishes to sell Merchant's Voucher to the purchasers at the Website, the Merchant being the seller of the goods and the services, and Groupon being the seller of the
intangible rights contained in the Merchant's Voucher. Therefore, in consideration of the mutual covenants of the Parties and other valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, the Parties agree as follows:

Definitions:

        "Merchant Offering" means «OPPORTUNITY_NAME».

        "Unit Price" means «OPPORTUNITY_UNIT_SELL_PRICE».

        "Volume Threshold" means «OPPORTUNITY_MIN_UNITS» units.

        "Maximum Number of Vouchers" means «OPPORTUNITY_MAX_UNITS» units.

        "Voucher Expiration Date" means «TableList:expire2:QUESTION_ANSWER:»

        "Remittance Amount" means «OPPORTUNITY_UNIT_BUY_PRICE» for each unit collected by Groupon for each Voucher minus a
«OPPORTUNITY_CC_FEE»% credit card fee from the total.

        "Total Remittance Amount" means the aggregate total Remittance Amounts collected by Groupon for all Vouchers.

        "Special Instructions" means «OPPORTUNITY_CONDITIONS»

Signature:

{
{_es_signer1_signature

}}

 Date:

{
{_es_signer1_date

}}

Make Checks Payable to:

{
{*payable_es_signer1

}}

 Tax Identification Number:

{
{*taxid_es_signer1

}}

Where should we send the check?

 Street Address:

{
{*address_es_signer1

}}

City: {{*city_es_signer1}}    State: {{*state_es_signer1}}    Zip: {{*zip_es_signer1}}

 1. Voucher Program.

1.1.
Voucher Information

Groupon
shall promote the Voucher per Section 1.2. Merchant is the seller of the goods and services described in Voucher. The Voucher itself will be sent to the purchaser electronically. The
purchaser will then redeem the Voucher from the Merchant.

a.    Merchant
is making the Merchant Offering available pursuant to the Vouchers.

b.    Merchant's
obligations under this Merchant Agreement (and with respect to any Voucher) are contingent upon selling the Volume Threshold by the Volume Threshold Deadline.

c.    Delivery
of deals: Groupon may offer the Merchant's Voucher up to the maximum quantity listed above in a variety of formats: through its feature deal-of the day, through
its various side deals, through its marketplace, or through its affiliate network. All of these formats may be offered to part or all of Groupon's subscriber base, or the communities associated with
Groupon's affiliates. Merchant will be notified prior to any new delivery of deal for final approval.

d.    Each
Voucher will be subject to no restrictions other than as provided herein. Each Voucher will expire on the Voucher Expiration Date. However, after the Voucher Expiration Date,
Merchant shall, for the amount of time required by applicable law: (1) continue to allow unredeemed Vouchers to be redeemed for the product or service specified on the Voucher or
(2) allow the Voucher to be redeemed to purchase goods or services from Merchant for up to the amount the purchaser paid for the Voucher. Merchant is aware and acknowledges that the law may
require Merchant to redeem Vouchers beyond their stated expiration dates, and Merchant agrees to do so (to the extent applicable law requires).

e.    Partial
redemptions: If a customer redeems a Voucher for less than its face value, the Merchant will be responsible for issuing a credit or cash equal to the difference between the
face value and the amount redeemed if required by law.

f.    Merchant
agrees that in providing the goods/services that are the subject of the Voucher, it will not impose any extra or additional fees or charges that contradict the terms set forth
on the face of the Voucher.

g.    Merchant
will comply with the Special Instructions (if any).

1.2
Voucher Sale. Merchant authorizes Groupon to offer, sell and distribute Vouchers, in accordance with this Agreement and subject to the"Terms of Sale" located at http://www.groupon.com/terms and
the restrictions set forth in this Agreement. Merchant acknowledges that Groupon may terminate the publication or promotion of the Voucher at any time. Groupon reserves the right to increase the
Volume Threshold at its sole discretion.

1.3
Voucher Publication and Delivery. Vouchers shall be published on the Website in accordance with Section 1.1. Groupon will offer the Vouchers for sale on dates in its discretion. If there is
a Maximum Number of Vouchers designated, Groupon will use reasonable efforts to cease publishing the Voucher once it has received offers to buy that number of Vouchers equal to the Maximum Number of
Vouchers.. The last date on which Groupon publishes the Voucher for sale to its users shall be considered the "Run Date". The Voucher shall be activated, which means capable of being used for
purchases with the Merchant in accordance with the terms of the Voucher, only when the Volume Threshold of purchasers has been met. At the time that the Volume Threshold has been met; Groupon will
electronically deliver the Voucher to the purchaser. Once a Voucher is Activated and delivered to the purchaser, Merchant shall be solely responsible for all customer service in connection with the
Voucher and for supplying all goods and services specified in the Voucher. Groupon further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any
Voucher and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Voucher to Groupon specifications or applicable Laws.

1.4
Payment. Groupon shall remit payment to Merchant according to the schedule and terms set forth in this Section 1.4. Groupon will pay Merchant the Remittance Amount for each Voucher properly

activated
for which a purchaser has fully paid Groupon. Merchant is registered for sales and use tax collection purposes, and shall be responsible for paying all sales and use taxes related to the
goods and services described in the offer. Groupon shall forward one-third of the then-collected Remittance Amount Total to Merchant within five (5) business days after
the Run Date, one-third of the then-collected Remittance Amount Total within thirty (30) business days after the Run Date, and one-third of the
then-collected Remittance Amount Total within sixty (60) business days after the Run Date. Amounts retained by Groupon are compensation to Groupon for the service of advertising and
selling the Vouchers for Merchant.

1.5
Deposit Merchant acknowledges that by virtue of this Agreement they are going to receive funds that have been remitted to Groupon by its end customers which effectively amount to prepaid customer
deposits that Merchant will be holding onto until such time as the goods and/or services are delivered. Merchant shall insure that at all times these funds remain available to be returned to Groupon
and/or its customer if Merchant is either unable or unwilling to perform its obligations under this Agreement. The obligation to keep these funds in tact applies to both the Merchant and the
authorized agents or executors of this Agreement. Groupon shall have uncontested title and ownership on all amounts that have been paid by Groupon to Merchant until such time as the Merchant fulfills
its obligations under the terms of this Agreement and delivers the end goods or services as defined herein. Furthermore, the Merchant acknowledges that in the event of a bankruptcy proceeding or other
liquidation, any funds which are being held by Merchant for good or services not delivered shall be immediately returned to Groupon, and no third party shall have any right or claim to these funds
which are being held by Merchant but which solely belong to Groupon and its end customers. Should the amount of the Deposit exceed $50,000 in the aggregate, Groupon reserves the right to review
Merchant's credit history prior to advancing funds.

1.6
License. Merchant grants to Groupon a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Merchant's name, logo and any
trademarks ("Merchant Marks") and any photographs, graphics, artwork, text and other content provided or specified by Merchant ("Content") in connection with the marketing, promotion, sale or
distribution of Vouchers, in any and all media or formats in which such Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Groupon Website.

2. Term and Termination. This Agreement shall continue in effect for the longer of one (1) year following the Effective Date or the last date
when a customer of Groupon redeems a Voucher offered by Merchant through Groupon. Groupon may terminate this Agreement at any time for any reason by giving the Merchant written notice of such
termination. The expiration of the Term shall not in any way affect the purchaser's usage of the Voucher, or Merchant's obligation for redemption of the Voucher. Upon execution of the Agreement,
Merchant agrees that Merchant will not promote an online offer with respect to the products or services described in this Agreement of similar or greater value for a period up to 90 days from
the Effective Date, plus a minimum of 90 days following the Merchant's date of feature on the Groupon Website. Sections 3, 4, 5, 6 and any claims for payments due Groupon, including but
not limited to section 1.5 hereunder shall survive any expiration or termination of this Agreement.

3. Merchant Representations and Warranties, and Indemnification.

3.1
Merchant represents and warrants throughout the Term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant is registered for sales and use
tax collection purposes in all states in which Merchant's goods and services will be provided pursuant to the terms and presentation of the Voucher; (c) the Voucher, upon being Activated and
delivered by Groupon shall be available immediately for redemption by the purchaser; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered
thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order ("Laws"), including but not limited to, any law and/or regulation
governing the use, sale, and/or distribution of alcohol, any Laws governing vouchers, gift cards, coupons, and/or gift certificates; (e) Merchant owns all right, title and interest in the Marks
and Content and has the right to grant the licenses in the

Marks
and Content stated in this Agreement; (f) the Vouchers and any advertising or promotion of Merchant's products and services relating thereto will not constitute false, deceptive or unfair
advertising or disparagement under any applicable Laws; and (g) the Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of
privacy or publicity of any third party or any Laws.

3.2
Merchant agrees to defend, indemnify and hold Groupon, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims,
lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or
alleged breach by Merchant of this Agreement or the representations and warranties stated in Section 3.1; (b) any claim for state sales or use tax obligations ("Taxes") arising from the
sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts
under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest ("Abandoned Property Claims"); (d) any claim arising out
of a violation of law and/or regulation governing the use, sale, and/or distribution of alcohol; or (e) any claim arising out of or relating to the products and services provided by Merchant,
including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any
party, as well as all attorney's fees, related to any action against, or determinations against, Groupon related to any action to pursue Groupon for Taxes or Abandoned Property Claims.

4. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws. Merchant further agrees to comply with the Voucher terms and conditions as
set forth on the Website, and to ensure that the Vouchers comply with any and all Laws that govern vouchers, gift cards, coupons, and/or gift certificates, including but not limited to, the Credit
Card Act of 2009 and any state or local Laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Voucher. Merchant shall allow the
purchaser to redeem the Groupon with Merchant for the amount paid by purchaser for the Voucher (i.e. the cash or redemption value of the Voucher) for the applicable term specified under
applicable state or federal Laws and shall allow the cash redemption of the Vouchers as required by applicable state or federal Laws. To the extent required by applicable escheat or abandoned or
unclaimed property Laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any
Voucher issued under this Agreement. Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance
of that cash amount to ensure compliance with this section 4. Furthermore, Merchant agrees that so long as an appointment is made for the redemption of a voucher before the expiration date, the
voucher will be fully honored without restriction even though the services may be fulfilled after the redemption date.

5. Confidentiality and Intel