SEC Form 4 · accession 0001209191-16-139310
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew M. Maloney
Officer — CEO and President · Director
Period of report
Aug 29, 2016
Accepted (ET)
Aug 31, 2016 · 4:19 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 StockF2,F3,F4 | Aug 29, 2016 | S | 7,993 | $39.2139 | D | 684,499 | I | By Maloney 2016 Exempt Trust |
| Common StockF2,F5,F4 | Aug 29, 2016 | S | 38,017 | $40.042 | D | 646,482 | I | By Maloney 2016 Exempt Trust |
| Common StockF2,F6,F4 | Aug 30, 2016 | S | 2,964 | $40.0594 | D | 643,518 | I | By Maloney 2016 Exempt Trust |
| Common StockF2,F7,F4 | Aug 31, 2016 | S | 33,105 | $40.2056 | D | 610,413 | I | By Maloney 2016 Exempt Trust |
| Common StockF2,F3 | Aug 29, 2016 | S | 1,649 | $39.2139 | D | 342,073 | I | By Maloney M. Maloney Revocable Trust |
| Common StockF2,F3,F4 | Aug 29, 2016 | S | 3,200 | $39.2139 | D | 288,046 | I | By Holly Maloney Revocable Trust |
| Common Stock | Aug 29, 2016 | M | 1,649 | $1.99 | A | 1,649 | D | |
| Common StockF2,F3 | Aug 29, 2016 | S | 1,649 | $39.2139 | D | 0 | 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)F8 | $1.99 | Aug 29, 2016 | M | 1,649 | D | — | Apr 23, 2022 | Common Stock | 1,649 | 19,600 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by either Holly Maloney, as the trustee of the Maloney 2016 Exempt Trust and the Holly Maloney Revocable Trust, or Matthew Maloney, either in his individual capacity or as trustee of the Matthew M. Maloney Revocable Trust.
- F2The price reported in Column 4 is a weighted average price. 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 herein.
- F3The shares were sold in multiple transactions at prices ranging from $38.80 to $39.46, inclusive.
- F4The 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.
- F5The shares were sold in multiple transactions at prices ranging from $40.00 to $40.15, inclusive.
- F6The shares were sold in multiple transactions at prices ranging from $40.00 to $40.14, inclusive.
- F7The shares were sold in multiple transactions at prices ranging from $40.00 to $40.58, inclusive.
- F8The option is fully vested and exercisable.