UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 *

Groupon, Inc.

(Name of Issuer)

Common Stock, par value US$0.0001 per share

(Title of Class of Securities)

399473107

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 on 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 No. 399473107

 

 

1.

Names of Reporting Persons
Alibaba Group Holding Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
32,972,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
32,972,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,972,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  

Not applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.7%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)         The percentage is based on 571,162,037 shares of Class A Common Stock and 2,399,976 shares of Class B Common Stock issued and outstanding as of October 24, 2016, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2016. The Class A Common Stock and Class B Common Stock were automatically converted into a single class of Common Stock on October 31, 2016, as reported in the Issuer’s Form 8-K filed with the SEC on October 31, 2016.

 

2


 

CUSIP No. 399473107

 

 

1.

Names of Reporting Persons
Alibaba Group Treasury Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
32,972,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
32,972,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,972,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.7%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   The percentage is based on 571,162,037 shares of Class A Common Stock and 2,399,976 shares of Class B Common Stock issued and outstanding as of October 24, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on October 27, 2016. The Class A Common Stock and Class B Common Stock were automatically converted into a single class of Common Stock on October 31, 2016, as reported in the Issuer’s Form 8-K filed with the SEC on October 31, 2016.

 

3


 

CUSIP No. 399473107

 

 

1.

Names of Reporting Persons
Des Voeux Investment Company Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
32,972,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
32,972,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,972,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.7%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   The percentage is based on 571,162,037 shares of Class A Common Stock and 2,399,976 shares of Class B Common Stock issued and outstanding as of October 24, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on October 27, 2016. The Class A Common Stock and Class B Common Stock were automatically converted into a single class of Common Stock on October 31, 2016, as reported in the Issuer’s Form 8-K filed with the SEC on October 31, 2016.

 

4


 

CUSIP No. 399473107

 

Item 1.

 

(a)

Name of Issuer
Groupon, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
600 West Chicago Avenue, Suite 400

Chicago, Illinois

 

Item 2.

 

(a)

Name of Person Filing
This schedule is filed by and on behalf of:

 

 

 

1

Alibaba Group Holding Limited

 

 

2

Alibaba Group Treasury Limited

 

 

3

Des Voeux Investment Company Limited

 

(b)

Address of the Principal Office or, if none, Residence

 

 

1

Alibaba Group Holding Limited

c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

 

 

2

Alibaba Group Treasury Limited

c/o Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

 

 

3

Des Voeux Investment Company

c/o Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

 

(c)

Citizenship

 

 

1

Alibaba Group Holding Limited

Cayman Islands

 

 

2

Alibaba Group Treasury Limited

British Virgin Islands

 

 

3

Des Voeux Investment Company

British Virgin Islands

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
399473107

 

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:

 

Not applicable.

 

5


 

CUSIP No. 399473107

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reporting Person(1)

 

Amount
beneficially
owned

 

Percent
of
class(2)

 

Sole power
to vote or
direct the
vote(2)

 

Shared
power to
vote or to
direct the
vote

 

Sole power to
dispose or to
direct the
disposition
of(1)

 

Shared power
to dispose or
to direct the
disposition of

 

Alibaba Group Holding Limited

 

32,972,000

 

5.7

%

32,972,000

 

0

 

32,972,000

 

0

 

Alibaba Group Treasury Limited

 

32,972,000

 

5.7

%

32,972,000

 

0

 

32,972,000

 

0

 

Des Voeux Investment Company Limited

 

32,972,000

 

5.7

%

32,972,000

 

0

 

32,972,000

 

0

 

 

(1)   Des Voeux Investment Company Limited is the record holder of 32,972,000 shares of Common Stock of the Issuer and is a wholly owned subsidiary of Alibaba Group Treasury Limited, which is a wholly owned subsidiary of Alibaba Group Holding Limited. Accordingly, Alibaba Group Treasury Limited and Alibaba Group Holding Limited may be deemed to beneficially own the securities directly held by Des Voeux Investment Company Limited.

 

(2)   The percentage is based on 571,162,037 shares of Class A Common Stock and 2,399,976 shares of Class B Common Stock issued and outstanding as of October 24, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on October 27, 2016. The Class A Common Stock and Class B Common Stock were automatically converted into a single class of Common Stock on October 31, 2016, as reported in the Issuer’s Form 8-K filed with the SEC on October 31, 2016.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable

 

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.

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable

 

6


 

CUSIP No. 399473107

 

Item 10.

Certification.

 

Not applicable

 

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.

 

Date: February 14, 2017

 

 

 

ALIBABA GROUP HOLDING LIMITED

 

 

 

 

 

By:

/s/ Timothy A. Steinert

 

 

Name: Timothy A. Steinert

 

 

Title: General Counsel and Secretary

 

 

 

 

 

 

 

ALIBABA GROUP TREASURY LIMITED

 

 

 

 

 

By:

/s/ Timothy A. Steinert

 

 

Name: Timothy A. Steinert

 

 

Title: Director

 

 

 

 

DES VOEUX INVESTMENT COMPANY LIMITED

 

 

 

 

 

By:

/s/ Timothy A. Steinert

 

 

Name: Timothy A. Steinert

 

 

Title: Director

 

7


 

EXHIBIT INDEX

 

Exhibit No.

 

 

99.1

 

Agreement pursuant to 13d-1(k) by and among Alibaba Group Holding Limited, Alibaba Group Treasury Limited and Des Voeux Investment Company Limited.

 

8