SEC Form 4 · accession 0001209191-17-029062
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maria Belousova
Officer — Chief Technology Officer
Period of report
Apr 27, 2017
Accepted (ET)
May 2, 2017 · 6:57 am 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 Stock | Apr 27, 2017 | M | 9,375 | $13.70 | A | 16,767 | D | |
| Common StockF2 | Apr 27, 2017 | S | 16,767 | $40.661 | D | 0 | D | |
| Common StockF3 | May 1, 2017 | M | 857 | — | A | 857 | D | |
| Common Stock | May 1, 2017 | F | 354 | $42.89 | D | 503 | D | |
| Common Stock | May 1, 2017 | M | 1,041 | $13.70 | A | 1,544 | D | |
| Common Stock | May 1, 2017 | S | 1,041 | $43.00 | D | 503 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F5 | $13.70 | Apr 27, 2017 | M | 9,375 | D | — | Jan 28, 2024 | Common Stock | 9,375 | 10,416 | D |
| Restricted Stock UnitsF6,F7 | — | May 1, 2017 | M | 857 | D | — | — | Common Stock | 857 | 27,426 | D |
| Stock Options (Right to Buy)F5 | $13.70 | May 1, 2017 | M | 1,041 | D | — | Jan 28, 2024 | Common Stock | 1,041 | 9,375 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.635 to $40.75, 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 ranges set forth herein.
- F3One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
- F4Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.
- F5The option vested and became exercisable as to 25% of the underlying shares on February 1, 2015 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
- F6Each RSU represents the right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value.
- F7On January 8, 2016, the reporting person was granted 41,138 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 consecutive 36 months thereafter.