SEC Form 4 · accession 0001209191-17-010142
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Adam DeWitt
Officer — CFO and Treasurer
Period of report
Feb 9, 2017
Accepted (ET)
Feb 13, 2017 · 6:02 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 Stock | Feb 10, 2017 | M | 5,812 | $1.99 | A | 30,035 | D | |
| Common StockF1 | Feb 10, 2017 | S | 5,812 | $38.0657 | D | 24,223 | 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)F2 | $38.20 | Feb 9, 2017 | A | 115,922 | A | — | Feb 9, 2027 | Common Stock | 115,922 | 115,922 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 9, 2017 | A | 45,812 | A | — | — | Common Stock | 45,812 | 45,812 | D |
| Stock Option (Right to Buy)F5 | $1.99 | Feb 10, 2017 | M | 5,812 | D | — | Apr 23, 2022 | Common Stock | 5,812 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.00 to $38.15, 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.
- F2The option will vest and become exercisable as to 25% of the underlying shares on February 1, 2018 and will vest in equal amounts on the first calendar day of each month for the 36 consecutive months thereafter.
- F3Each restricted stock unit ("RSU") represents the right to receive a share of common stock to be issued at the time of vesting.
- F4The RSUs will vest as to 25% on February 1, 2018 and will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
- F5This option is fully vested and exercisable.