UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 399473107

1.

Names of Reporting Persons
CD-Rocket Holding UG (haftungsbeschraenkt) & Co. Beteiligungs KG

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Germany

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
39,168,960 (1)(2)

7.

Sole Dispositive Power
39,168,960 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,168,960

10.

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

11.

Percent of Class Represented by Amount in Row (9)
6.1%

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer
Groupon, Inc.

(b)

Address of Issuer’s Principal Executive Offices
600 West Chicago Avenue, Suite 620

Chicago, IL 60654

Item 2.

(a)

Name of Person Filing
CD-Rocket Holding UG (haftungsbeschraenkt) & Co. Beteiligungs KG

(b)

Address of Principal Business Office or, if none, Residence
Saarbruecker Str. 20/21

10405 Berlin

Federal Republic of Germany

(c)

Citizenship
Germany

(d)

Title of Class of Securities
Class A Common Stock, par value $.0001 per share

(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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(J).

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.

(a)

Amount beneficially owned:   

39,168,960

(b)

Percent of class:   

6.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

39,168,960 (3)(4)

(iii)

Sole power to dispose or to direct the disposition of   

39,168,960 (3)

(iv)

Shared power to dispose or to direct the disposition of   

0

(3)   CD-Rocket is owned by Rocket Internet GmbH, 88.34% of which is owned by European Founders Fund GmbH. European Founders Fund GmbH is owned by Oliver Samwer (33.33%), Marc Samwer (33.33%) and Alexander Samwer (33.33%).  Oliver and Marc Samwer serve as consultants to the Issuer.  The remaining interest in Rocket Internet GmbH is owned by Emesco AB, a subsidiary of Investment AB Kinnevik.

(4)   In connection with the acquisition of its shares of the Issuer, each of CD-Rocket, Rocket Internet GmbH and European Founders Fund GmbH entered into a shareholders agreement with the Issuer’s founders.  Pursuant to such agreement, the shares held by the parties and their affiliates must be voted in the same manner as the majority-in-interest of the Class A Common Stock held by the Issuer’s founders with respect to the authorization, designation or issuance of any new class or series of the Issuer’s capital stock or a material acquisition or asset transfer.  This does not include the power to vote for directors. In connection with the shareholders agreement, CD-Rocket, Rocket Internet GmbH, European Founders Fund GmbH and their affiliates have granted the Issuer’s founders, president and secretary proxy authority to vote their shares in connection with such material transactions for five years following the closing of the Issuer’s initial public offering.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

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 or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

CD-ROCKET HOLDING UG (HAFTUNGSBESCHRAENKT) & CO. BETEILIGUNGS KG

February 14, 2012

Date

/s/ Arnt Jeschke

Signature

Managing Director of CD-Rocket Holding UG (haftungsbeschraenkt)

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).