SEC Form 4 · accession 0001209191-15-041787
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Zabusky
Officer — President · Director
Period of report
May 8, 2015
Accepted (ET)
May 12, 2015 · 5:03 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 Stock | May 8, 2015 | M | 50,000 | $3.80 | A | 103,255 | D | |
| Common StockF1 | May 8, 2015 | S | 50,000 | $40.2719 | D | 53,255 | D | |
| Common Stock | May 11, 2015 | M | 33,604 | $5.60 | A | 86,859 | D | |
| Common StockF2 | May 11, 2015 | S | 33,604 | $40.4396 | D | 53,255 | D | |
| Common Stock | May 12, 2015 | M | 25,000 | $3.80 | A | 78,255 | D | |
| Common StockF4 | May 12, 2015 | S | 25,000 | $39.3484 | 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)F5 | $3.80 | May 8, 2015 | M | 50,000 | D | — | Sep 13, 2021 | Common Stock | 50,000 | 26,619 | D |
| Stock Option (Right to Buy)F6 | $5.60 | May 11, 2015 | M | 33,604 | D | — | Nov 15, 2022 | Common Stock | 33,604 | 241,396 | D |
| Stock Option (Right to Buy)F5 | $3.80 | May 12, 2015 | M | 25,000 | D | — | Sep 13, 2021 | Common Stock | 25,000 | 1,619 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.09 to $40.47, 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 (1), (2) and (4) of this Form 4.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.20 to $40.62, inclusive.
- F3The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.97 to $39.93, inclusive.
- F5This 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 in equal amounts, representing 1/48 of the total number of shares covered by the option, except that the final vest, which occurred on April 6, 2015, the option vested as to 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.
- F6The option became exercisable as to 93,750 shares on November 1, 2013. Beginning on December 1, 2013 and continuing monthly until April 1, 2016, the option has 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 May 1, 2016, will be an option for 3,906 shares. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014 became excercisable. All vesting of Mr. Zabusky's option is subject to his continued status as an employee.