SEC Form 4 · accession 0001012975-16-001272
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin C. Spero
Director
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 6:49 pm EDT
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 StockF5,F3,F1,F2 | May 26, 2016 | S | 250,000 | $24.5745 | D | 2,218,007 | I | See footnotes |
| Common StockF4,F1,F2 | May 27, 2016 | S | 250,000 | $24.50 | D | 1,968,007 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- 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, and Benjamin C. Spero 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 May 26, 2016, SEI VI was the record owner of 2,211,797 shares, IMF VI was the record owner of 5,346 shares and CIF VI was the record owner of 864 shares.
- F4Following the sale of the common stock of the Company by the Spectrum Funds on May 27, 2016, SEI VI is the record owner of 1,962,497 shares, IMF VI is the record owner of 4,744 shares and CIF VI is the record owner of 766 shares.
- F5The price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $24.50 to $24.74 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.