SecProbe.io

CORRESP
1
filename1.htm

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

October 7,
2011

 VIA EDGAR AND MESSENGER

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

 Amendment No. 3 Filed on September 23, 2011

 Amendment No. 4 Filed on October 7, 2011

 File No. 333-174661

 Dear Mr. Spirgel:

        On
behalf of Groupon, Inc. (the "Company"), enclosed for your review is Amendment No. 4 to the Company's 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, as amended by Amendment No. 2 to the Registration Statement, filed with the Commission on August 10, 2011, and as amended by Amendment
No. 3 to the Registration Statement, filed with the Commission on September 23, 2011. An electronic version of Amendment No. 4 has been filed concurrently with the Commission
through its EDGAR system. The enclosed copy of Amendment No. 4 has been marked to reflect changes made to Amendment No. 3.

        Set
forth below are the responses of the Company to the Staff's comments contained in the Staff's letter to the Company, dated October 3, 2011, relating to the Registration
Statement. For convenience
of reference, the text of the comments in the Staff's letter has been reproduced in italicized type herein.

 General

 Comment No. 1

        You discuss gross billings throughout the prospectus, including the Prospectus Summary, Summary Consolidated
Financial and Other Data, Risk Factors, MD&A and Business sections. Please revise the disclosure throughout your prospectus to explain in detail why you believe gross billings is a key operating
metric that is an important indicator of your growth and business performance as you state on page 48. Specifically explain how an investor should evaluate this disclosure. In addition, make
clear to the reader that it is not equivalent to revenues or any other financial metric that is presented in your financial statements.

 Response:

        In response to the Staff's comment, the Company has revised the disclosure on pages 1, 2, 49 and 76 of the Registration
Statement.

 Risk Factors, page 11

 In making your investment decision, you should not rely on a memorandum sent by our Chief Executive Officer..., page 29

 Comment No. 2

        So that investors may understand the full context of Mr. Mason's email, please include an unedited copy
of the August 25, 2011 email as Appendix A.

 Response:

        The Company has revised Appendix A to include the full text of Mr. Mason's email. Please note that in the first paragraph
of the email, an expletive has been modified in a manner that still allows the reader to ascertain the original text.

 Letter from Andrew D. Mason, page 33

 We don't measure ourselves in conventional ways, page 34

 Comment No. 3

        We note your response to comment two from our letter dated August 19, 2011. In particular we note your
statement that the company anticipates it will reach the conclusion that the resources presently being devoted to such online marketing initiatives are not yielding sufficiently attractive investment
returns due to a variety of factors such as changes in subscriber economics, market saturation, or other cost effective marketing initiatives like word of mouth. We also note you do not anticipate the
significant decrease of such online marketing initiatives (currently $345.1 million for the first half of 2011) to adversely affect your ongoing business with existing customers or subscribers
because such expenses are not designed to drive these transactions. Please revise your Management's Discussion and Analysis section in the appropriate places such as the discussion under "Subscriber
acquisition costs" on page 50 to incorporate these expected trends.

 Response:

        In response to the Staff's comment, the Company has revised the disclosure on page 51 of the Registration Statement.

2

 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 47

 Comment No. 4

        Please note that in addition to a discussion of your consolidated operating results, it appears that your MD&A
should also provide a separate discussion of revenues, profitability and cash needs by segments. In this regard, we refer you to section 501.06.a of the Financial Reporting Codifications.
Please revise or advise.

 Response:

        In response to the Staff's comment, the Company has revised the disclosure on pages 54, 55, 56, 57, 58, 59 and 60 of the
Registration Statement. The Company advises the Staff that it commenced its international operations in May 2010 and thereafter began reporting on a segment basis. As a result, no financial
information at a segment level is available or meaningful prior to such date.

 Results of Operations, page 53

 Comment No. 5

        We believe that the current presentation of gross billings on pages 53 and 56 gives this metric undue
prominence. Instead, we believe your discussion should focus on your revenues. In this regard, we refer you to your disclosure on page 48 where you specifically state the amount that you
retain—rather than bill or collect—from the sale of Groupons is the key measure of the value you create. If you retain the gross billings metric, please also present revenues
and net loss with equal prominence to ensure a balanced discussion.

 Response:

        In response to the Staff's comment, the Company has provided a more limited discussion of gross billings on pages 54 and 57 of
the Registration Statement to reduce its prominence.

 Critical Accounting Policies and Estimates, page 67

 Acquisitions and the Recoverability of Goodwill and Long-lived Intangible Assets, page 68

 Comment No. 6

        We note your response to comment ten from our letter dated August 19, 2011. Please clarify to state if
the component levels consist of EMEA, APAC and LATAM or each of the different countries within the International segment.

 Response:

        The Company advises the Staff that the component levels, or one level below the International segment, consist of EMEA, APAC and LATAM.
EMEA includes Europe, the Middle East and Africa, APAC includes Asia, Australia and New Zealand, and LATAM includes Latin America, South America and Mexico.

 Comment No. 7

        Per an interview of Mr. Mason by the Wall Street Journal published on September 23, 2011,
following the departure of Ms. Georgiadis, we note that he was quoted to have said that the company will "reorganize in a way that reflects our evolving strategic priorities." He also said
sales, channels, international and marketing will now report to him. It appears that the reorganization enables and requires Mr. Mason as CODM and International Segment Manager, to regularly
review discrete financial information below the International operating segment level. Tell us whether each component of the reportable International segment may be deemed an operating
segment.

3

 Response:

        The Company advises the Staff that the departure of Ms. Georgiadis, as well as Mr. Mason's comment on the Company's
reorganization efforts, did not impact the Company's conclusion on its reportable and operating segments, which are North America and International. The Company intends to appoint an employee
to replace Ms. Georgiadis in overseeing international operations and such employee will be deemed the International operating segment manager. Mr. Mason's statement regarding sales,
channels and marketing was in reference to the respective North American functions and was not meant to include those similar functions within the International segment. Sales, channels and marketing
within the International segment will continue to report to the International operating segment manager. Thus, Mr. Mason as CODM will not be required to review discrete financial information
below the International operating segment level due to the reorganization. Accordingly, the components within the International operating segment (EMEA, APAC and LATAM) for which discrete financial
information is available and reviewed remain unchanged.

 Business, page 75

 Subscriber Economics, page 80

 Comment No. 8

        We note your response to comment 12 from our letter dated August 19, 2011 and your disclosure on
page 81 that revenue across each of the cities increased in a manner consistent with increased gross billings. Please provide more detail and analysis regarding the increases in revenue, such
as discussing whether increases in revenues for the North American cities were different or similar to increases in the international cities or whether some cities achieved greater or lesser
increases.

 Response:

        In response to the Staff's comment, the Company has revised the disclosure on page 82 of the Registration Statement.

 Description of Capital Stock, page 132

 Class A and Class B Common Stock, page 133

 Conversion, page 134

 Comment No. 9

        We note that the Class A and Class B common stock will automatically convert into a single class
of common stock five years after the completion of this offering. Please explain the reasons and the effect of this provision. For example, disclose how this will impact the voting control and other
rights that the Class B common shareholders have over the company. Also disclose whether and how this provision could be amended. Highlight this automatic conversion elsewhere, such as the
Prospectus Summary and Principal and Selling Stockholders sections of the prospectus.

 Response:

        The Company advises the Staff that the automatic conversion of its Class A and Class B common stock into a single class
of common stock five years after the completion of the offering will be provided for in the Company's amended and restated certificate of incorporation pursuant to the Company's contractual obligation
to certain of its existing stockholders. This provision of the amended and restated certificate of incorporation will be subject to amendment by a majority of the outstanding shares of the
Class A common stock and the Class B common stock, each voting as a separate class. Following the conversion, each share of common stock will have one vote per share and the rights of
the holders of all

4

outstanding
shares of common stock will be identical. Accordingly, the effect of this provision will be to eliminate the Company's "dual class" voting structure and significantly reduce the voting
power of the holders of the Class B common stock. The Company undertakes to file the amended and restated certificate of incorporation as an exhibit to the Registration Statement prior to
requesting effectiveness of the Registration Statement.

        In
response to the Staff's comment, the Company has revised the disclosure on pages 6, 31, 33, 131 and 136 of the Registration Statement.

 Choice of Forum, page 138

 Comment No. 10

        Please explain to us, and revise as applicable to address, the enforceability of the choice of forum provisions
in your certificate of incorporation.

 Response:

        The Company believes that the exclusive forum provision of its amended and restated certificate of incorporation is enforceable under
Delaware law and does not believe additional disclosure is necessary in the Registration Statement.

        In  In re Revlon Inc. Shareholders Litig., Delaware Vice Chancellor Laster stated that "if boards of directors and stockholders
believe that a particular forum would provide an efficient and value-promoting locus for dispute resolution, then corporations are free to respond with charter provisions selecting an exclusive forum
for intra-entity disputes."1 Following this pronouncement, numerous Delaware corporations have adopted exclusive forum provisions in the following three ways: (i) through
board-approved bylaw amendments, (ii) in charter provisions effective upon a company's initial public offering and (iii) through stockholder-approved charter and bylaw amendments.

1990 A.2d 940, 961 n.8 (Del. Ch. Mar. 16, 2010).

        In
a case of first impression, the U.S. District Court for the Northern District of California refused to dismiss stockholder derivative claims against Oracle Corporation based on
Oracle's board-approved bylaw provision designating Delaware as the exclusive forum for stockholder derivative litigation, citing federal common law.2 In a fact-driven
decision, Judge Seeborg appears to have been influenced by (i) the adoption of the exclusive forum provision by the board of directors of Oracle who were defendants in the case after the
majority of the wrongdoing had occurred, (ii) the board adopting the bylaw provision after certain plaintiffs had purchased their Oracle shares and (iii) the absence of stockholder
approval. None of these factors is present in the Company's case.

2Galvaviz v. Berg, 2011 U.S. Dist. LEXIS 1626 (N.D. Cal.
Jan. 3, 2011).

        The
Company's belief regarding the enforceability of its exclusive forum provision under Delaware law is based on several factors. First, under Delaware law, a company's charter and
bylaws are binding on all stockholders, regardless of whether the stockholders actually voted on the provisions, and regardless of when the stockholders purchased their shares.3 Second,
the Company's amended and restated charter provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of
and to have consented to the exclusive forum provision. Finally, there have been no challenges to exclusive forum provisions included in the charters of companies adopted upon an initial public
offering and numerous companies have adopted exclusive forum provisions in this manner.4

3See CA, Inc. v. AFSCME Employees Pension Plan, 953
A.2d 227, 234 (Del. 2008 ("Bylaws, by their nature, set down rules and procedures that bind a corporation's board and its shareholders."); Centaur Partners,
IV v. National Intergroup, Inc., 582 A.2d 923, 928 (Del. 1990 ("Corporate charter sand by-laws are contracts
among the shareholders of a corporation and the general rules of contract interpretation are held to apply").4Companies that have included exclusive forum provisions in their
post-IPO charters include
Booz Allen Hamilton Holding Corporation, CTPartners Executive Search, Inc., Demand Media, Inc., Envestnet, Inc., ExamWorks Group, Inc., Financial Engines, Inc.,
FXCM Inc., General Growth Properties, Inc., Gevo, Inc., GNC Holdings, Inc., Gordmans Stores, Inc., Inphi Corporation, LinkedIn Corporation, Meru
Networks, Inc., Netsuite, Inc., Pandora Media, Inc. and Spirit Airlines, Inc.
5

 Financial Statements

 Note 3. Summary of Significant Accounting Policies

 Refunds, page F-11

 Comment No. 11

        If true, please clarify in your policy disclosure that the company records an allowance at the time revenue is
recognized rather than at the time of sale. Also, in the two instances in this policy note where you refer to amounts "recovered" from merchants, please change the word recovered to
recoverable.

 Response:

        The Company has revised the disclosure on pages 69 and F-11 of the Registration Statement to clarify that it records
an allowance at the time revenue is recognized rather than at the time of sale. The Company also has changed the word "recovered" to "recoverable" on pages 69 and F-12 of the
Registration Statement.

 Revenue Recognition, page F-12

 Comment No. 12

        Please revise