SEC Form 4 · accession 0001012975-15-000106

GrubHub Inc. · GRUB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Feb 9, 2015

Accepted (ET)

Feb 11, 2015 · 12:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001594109

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F3,F1,F2	Feb 9, 2015	S	2,000,000	$39.76	D	3,468,007	I	see footnote

No Table II lines on this filing.

F1The common stock of GrubHub Inc. (the "Company") is held directly by the following three entities: (i) SEI VI Chow AIV, L.P. ("SEI VI"), the general partner of which is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC ("SEA VI Management"), over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, and Randy J. Henderson exercise voting and dispositive power; (ii) Spectrum VI Investment Managers' Fund, L.P. ("IMF VI"), and (iii) Spectrum VI Co-Investment Fund, L.P. ("CIF VI" and together with SEI VI and IMF VI, the "Spectrum Funds"). SEA VI Management is the general partner of IMF VI and CIF VI.
F2Mr. Benjamin C. Spero, the Reporting Person and a director of the Company, exercises voting and dispositive power over the Spectrum Funds and may be deemed to have shared voting and investment power over the shares held by the Spectrum Funds. Mr. Spero disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares. Mr. Spero does not directly own any shares of common stock of the Company.
F3Following the sale of the common stock of the Company by the Spectrum Funds on February 9, 2015, SEI VI is the record owner of 3,458,297 shares, IMF VI is the record owner of 8,359 shares and CIF VI is the record owner of 1,351 shares.