SEC Form 4 · accession 0001209191-18-001265
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
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 6:19 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, 2018 | M | 3,070 | — | A | 18,444 | D | |
| Common Stock | Jan 1, 2018 | F | 1,078 | $71.80 | D | 17,366 | D | |
| Common Stock | Jan 2, 2018 | M | 1,722 | $6.18 | A | 19,088 | D | |
| Common Stock | Jan 2, 2018 | M | 3,000 | $13.70 | A | 22,088 | D | |
| Common StockF4 | Jan 2, 2018 | S | 6,722 | $70.9203 | D | 15,366 | 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, 2018 | M | 3,070 | D | — | — | Common Stock | 3,070 | 73,681 | D |
| Stock Options (Right to Buy)F7 | $6.18 | Jan 2, 2018 | M | 1,722 | D | — | Nov 16, 2022 | Common Stock | 1,722 | 6,445 | D |
| Stock Options (Right to Buy)F8 | $13.70 | Jan 2, 2018 | M | 3,000 | D | — | Jan 28, 2024 | Common Stock | 3,000 | 43,000 | 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 $70.29 to $71.69, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the U.S. 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.
- F6On December 31, 2015, the Reporting Person was granted 147,360 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.
- F7On August 8, 2013, the Reporting Person was granted 16,333 options, one-third of which vested on August 1, 2016 and the remainder of which vested in equal amounts on the first calendar day of the month for the two consecutive months thereafter.
- F8On January 28, 2014, the Reporting Person was granted 100,000 options, 25% of which vested on February 1, 2016 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.