SEC Form 4 · accession 0001209191-17-001541
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margo Drucker
Officer — SVP, Secretary, Gen Counsel
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 7:48 pm 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 | 9,500 | — | A | 10,000 | D | |
| Common Stock | Jan 1, 2017 | F | 3,674 | $37.62 | D | 6,326 | D | |
| Common Stock | Jan 3, 2017 | M | 1,054 | $13.70 | A | 7,380 | D | |
| Common Stock | Jan 3, 2017 | M | 204 | $5.20 | A | 7,584 | D | |
| Common Stock | Jan 3, 2017 | S | 1,258 | $36.25 | D | 6,326 | D | |
| Common StockF4 | Jan 4, 2017 | S | 5,826 | $36.9822 | D | 500 | 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 UnitsF5,F6 | — | Jan 1, 2017 | M | 9,500 | D | — | — | Common Stock | 9,500 | 28,500 | D |
| Stock Option (Right to Buy)F7 | $13.70 | Jan 3, 2017 | M | 1,054 | D | — | Jan 28, 2024 | Common Stock | 1,054 | 27,409 | D |
| Stock Option (Right to Buy)F8 | $5.20 | Jan 3, 2017 | M | 204 | D | — | Jul 9, 2022 | Common Stock | 204 | 0 | D |
Explanation of responses
- F1One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
- 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 shares were sold in multiple transactions at prices ranging from $36.56 to $37.45, 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.
- F5Each RSU represents a contingent right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value.
- F6On December 31, 2015, the reporting person was granted 38,000 RSUs, 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.
- F7The option become exercisable as to 12,650 shares on February 1, 2016. Beginning on March 1, 2016 and on the first calendar day of each month for 35 consecutive months thereafter, the remaining shares represented by the option have vested or will vest in equal amounts. The options shall continue to vest monthly, subject to Ms. Drucker's continued status as an employee.
- F8The option is fully vested and exercisable.