SEC Form 4 · accession 0001209191-17-000508
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara Martin Coppola
Officer — Chief Marketing Officer
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 8:38 am 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 StockF1 | Jan 1, 2017 | M | 1,057 | — | A | 3,673 | D | |
| Common Stock | Jan 1, 2017 | F | 385 | $37.62 | D | 3,288 | D | |
| Common StockF1 | Jan 1, 2017 | M | 8,749 | — | A | 12,037 | D | |
| Common Stock | Jan 1, 2017 | F | 2,827 | $37.62 | D | 9,210 | D | |
| Common Stock | Jan 3, 2017 | M | 17,499 | $24.20 | A | 26,709 | D | |
| Common StockF4,F5 | Jan 3, 2017 | S | 10,989 | $36.9133 | D | 15,720 | D | |
| Common StockF4,F6 | Jan 3, 2017 | S | 6,510 | $37.3433 | D | 9,210 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Jan 1, 2017 | M | 1,057 | D | — | — | Common Stock | 1,057 | 3,172 | D |
| Restricted Stock UnitsF7,F9 | — | Jan 1, 2017 | M | 8,749 | D | — | — | Common Stock | 8,749 | 26,249 | D |
| Stock Option (Right to Buy)F10 | $24.20 | Jan 3, 2017 | M | 17,499 | D | — | — | Common Stock | 17,499 | 52,497 | D |
Explanation of responses
- F1One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
- F10On December 31, 2015, the reporting person was granted 69,996 options, 25% of which vested on January 1, 2017 and the remainder of which vests in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
- F2Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4The price reported 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.
- F5The shares were sold in multiple transactions at prices ranging from $36.15 to $37.14, inclusive.
- F6The shares were sold in multiple transactions at prices ranging from $37.15 to $37.66, inclusive.
- F7Each RSU represents a contingent right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value.
- F8On May 12, 2015, the reporting person was granted 25,374 RSUs, 50% of which vested on April 1, 2016 and the remainder of which vests in 12 equal installments on each monthly anniversary thereof, subject to the reporting person's continued status as an employee.
- F9On December 31, 2015, the reporting person was granted 34,998 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vests in equal amounts on the first calendar of the month for the 36 consecutive months thereafter.