SEC Form 4 · accession 0001209191-17-037983
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam DeWitt
Officer — CFO and Treasurer
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 9:13 pm 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 StockF1 | Jun 1, 2017 | M | 3,070 | — | A | 27,960 | D | |
| Common Stock | Jun 1, 2017 | F | 1,403 | $43.71 | D | 26,557 | D | |
| Common Stock | Jun 5, 2017 | M | 1,722 | $5.05 | A | 28,279 | D | |
| Common StockF4 | Jun 5, 2017 | S | 3,722 | $44.5502 | D | 24,557 | 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 | — | Jun 1, 2017 | M | 3,070 | D | — | — | Common Stock | 3,070 | 95,171 | D |
| Stock Options (Right to Buy)F7 | $5.05 | Jun 5, 2017 | M | 1,722 | D | — | Jul 26, 2022 | Common Stock | 1,722 | 9,166 | 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.
- F3The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $44.35 to $44.72, 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.
- 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.
- F6The RSUs vested as to 25% on January 1, 2017 and have vested or will vest in equal amounts on the first calendar day of the month for the 36 months thereafter, subject to Mr. DeWitt's continued status as an employee.
- F7The option vested and became exercisable as to one-third of the underlying shares on May 1, 2016 and the remainder vested in equal amounts on the first calendar day of the month for the two consecutive months thereafter.