SEC Form 4 · accession 0001209191-15-046791

GrubHub Inc. · GRUB

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

Reporting owner

Matthew M. Maloney

Officer — Chief Executive Officer · Director

Period of report

May 22, 2015

Accepted (ET)

May 26, 2015 · 5:18 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 22, 2015	M	1,649	$1.99	A	1,649	D
Common Stock^F2	May 22, 2015	S	1,649	$40.4495	D	0	D
Common Stock^F2	May 22, 2015	S	1,649	$40.4495	D	410,654	I	By Matthew M. Maloney Revocable Trust
Common Stock^F2,F3	May 22, 2015	S	7,993	$40.4495	D	951,213	I	By Maloney Children's 2014 Exempt Trust
Common Stock^F2,F3	May 22, 2015	S	3,200	$40.4495	D	380,846	I	By Holly R. Maloney Revocable Trust

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	$1.99	May 22, 2015	M	1,649	D	—	Apr 23, 2022	Common Stock	1,649	184,421	D

Explanation of responses

F1Each of the transactions reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by either the Reporting Person, in his personal capacity or as trustee of the Matthew M. Maloney Revocable Trust, or the trustee of the Maloney Children's 2014 Revocable Trust, or the trustee of the Holly R. Maloney Revocable Trust, as applicable.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.30 to $40.67, 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 range set forth herein.
F3The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purpose of Section 16 or for any other purpose.
F4The option is currently exercisable as to 66,763 shares. The remaining shares under the option will vest on the first calendar day of each month through April 1, 2016. From March 1, 2015 through March 1, 2016, the option has vested or will vest monthly as to 10,696 shares. On April 1, 2016, the option will vest as to 10,693 shares. Vesting is subject to Mr. Maloney's continued status as an employee.