SEC Form 4 · accession 0001209191-15-064128
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
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 5:26 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 | Aug 3, 2015 | M | 1,649 | $1.99 | A | 1,649 | D | |
| Common StockF2 | Aug 3, 2015 | S | 1,649 | $31.5755 | D | 0 | D | |
| Common StockF2 | Aug 3, 2015 | S | 1,649 | $31.5755 | D | 402,409 | I | By Matthew M. Maloney Revocable Trust |
| Common StockF2,F3 | Aug 3, 2015 | S | 7,993 | $31.5755 | D | 911,248 | I | By Maloney Children's 2014 Exempt Trust |
| Common StockF2,F3 | Aug 3, 2015 | S | 3,200 | $31.5755 | D | 364,846 | 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 | Aug 3, 2015 | M | 1,649 | D | — | Apr 23, 2022 | Common stock | 1,649 | 176,176 | 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 $31.1750 to $32.03, 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 90,607 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.