Correspondence 0001490281-23-000080 from Groupon, Inc. (GRPN) (CIK 0001490281) (GRPN)
Groupon, Inc. (GRPN) (CIK 0001490281)
Date: Aug. 7, 2023 · CIK: 0001490281 · Accession: 0001490281-23-000080
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File numbers found in text: 333-273533
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CORRESP 1 filename1.htm Document Groupon, Inc. 600 West Chicago Avenue Suite 400 Chicago, Illinois 60654 August 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Rucha Pandit Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-273533) of Groupon, Inc. (the “Registrant”) Dear Ms. Rucha Pandit: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time on August 9, 2023, or as soon thereafter as practicable. We understand that the Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. Please call Steven J. Gavin of Winston & Strawn LLP at (312) 558-5979 to provide notice of the effectiveness of the Registration Statement. [Signature Page Follows] Very truly yours, Groupon, Inc. By: /s/ Jiří Ponrt Name: Jiří Ponrt Title: Chief Financial Officer cc: Steven J. Gavin, Winston & Strawn LLP Dane A. Drobny, Winston & Strawn LLP Keerthika M. Subramanian, Winston & Strawn LLP