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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by the Registrant  ý                            

Filed by a party other than the Registrant  ¨

Check the appropriate box:

¨			Preliminary Proxy Statement
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¨			Definitive Proxy Statement
ý			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

Groupon, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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