SEC Form 4 · accession 0001209191-17-007769
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
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 5:49 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 | Feb 1, 2017 | M | 791 | — | A | 1,291 | D | |
| Common Stock | Feb 1, 2017 | F | 293 | $41.48 | D | 998 | D | |
| Common Stock | Feb 1, 2017 | M | 1,054 | $13.70 | A | 2,052 | D | |
| Common Stock | Feb 1, 2017 | M | 184 | $24.20 | A | 2,236 | D | |
| Common Stock | Feb 1, 2017 | S | 1,258 | $41.73 | D | 998 | D | |
| Common Stock | Feb 3, 2017 | S | 498 | $41.65 | 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 UnitsF4,F5 | — | Feb 1, 2017 | M | 791 | D | — | — | Common Stock | 791 | 27,709 | D |
| Stock Option (Right to Buy)F6 | $13.70 | Feb 1, 2017 | M | 1,054 | D | — | Jan 28, 2024 | Common Stock | 1,054 | 26,355 | D |
| Stock Option (Right to Buy)F7 | $24.20 | Feb 1, 2017 | M | 184 | D | — | Dec 31, 2025 | Common Stock | 184 | 8,431 | 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.
- F3These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4Each RSU represents a contingent right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value.
- F5On December 31, 2015, the reporting person was granted 38,000 RSUs, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
- F6The option vested and become exercisable as to 25% of the underlying shares on February 1, 2016 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
- F7The option vested and become exercisable as to 25% of the underlying shares on January 1, 2017 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.