Groupon 2011 Annual Report Download - page 36

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PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our Class A common stock has been listed on the NASDAQ Global Select Market under the symbol “GRPN” since November 4, 2011. Prior to that
time, there was no public market for our Class A common stock. The following table sets forth the high and low sales price for our Class A common stock as
reported by the NASDAQ Global Select Market for each of the periods listed.
Holders
As of March 27, 2012, there were 343 holders of record of our Class A common stock and 3 holders of record of our Class B common stock. Each share
of our Class A common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to 150 votes per share and is convertible at
any time into one share of Class A common stock.
Dividend Policy
We currently do not anticipate paying dividends on our Class A common stock or Class B common stock in the foreseeable future. Any future
determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on our financial
condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Equity Compensation Plan Information
Information about the securities authorized for issuance under our compensation plans is incorporated by reference from the Company's Proxy Statement for the
2012 Annual Meeting of Stockholders
Recent Sales of Unregistered Securities
Prior to our initial public offering and the conversion of our shares of capital stock into Class A Common and Class B common stock, we sold shares of our
Series D preferred stock, Series E preferred stock, Series F preferred stock, Series G preferred stock, voting common stock and non-voting common stock and
following our initial public offering, we sold shares of our Class A common stock in transactions that were deemed to be exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as transactions not involving a public offering. The information set forth
below reflects such sales since January 1, 2009 and, with respect to our voting common stock and non-voting common stock, gives effect to (i) the three-for-one
forward stock split of our voting common stock and non-voting common stock that was completed in August 2010; (ii) the two-for-
one forward stock split of our
voting common stock and non-voting common stock that was completed in January 2011; and (iii) the two-for-one forward stock split of our voting common
stock and non-voting common stock that was completed in October 2011.
34
2011 High Low
Fourth Quarter (from November 4, 2011) $31.14 $14.85
2012 High Low
First Quarter (through March 27, 2012) $25.84 $16.25