SEC Form 4 · accession 0001209191-15-002639
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Zabusky
Officer — President · Director
Period of report
Jan 6, 2015
Accepted (ET)
Jan 6, 2015 · 9:49 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 | Jan 6, 2015 | M | 25,000 | $3.80 | A | 78,255 | D | |
| Common StockF2 | Jan 6, 2015 | S | 13,800 | $36.8549 | D | 64,455 | D | |
| Common StockF3 | Jan 6, 2015 | S | 11,200 | $37.6636 | D | 53,255 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $3.80 | Jan 6, 2015 | M | 25,000 | D | — | Sep 13, 2021 | Common Stock | 25,000 | 426,619 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 24, 2014.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.38 to $37.35, inclusive. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) of this Form 4.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.38 to $37.87, inclusive.
- F4This option became exercisable as to 250,000 shares on June 6, 2012. Beginning on July 6, 2012 and continuing monthly until March 6, 2015, the option vested or will vest in equal amounts, representing 1/48 of the total number of shares covered by the option, except that the final vest, occurring on April 6, 2015, will be an option for 10,416 shares. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014 became exercisable. All vesting of Mr. Zabusky's option is subject to his continued status as an employee.