SEC Form 4 · accession 0001209191-18-007660

GrubHub Inc. · GRUB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Adam DeWitt

Officer — President, CFO and Treasurer

Period of report

Feb 1, 2018

Accepted (ET)

Feb 5, 2018 · 7:15 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
Common Stock^F1	Feb 1, 2018	M	3,070	—	A	17,436	D
Common Stock	Feb 1, 2018	F	900	$72.86	D	16,536	D
Common Stock^F1	Feb 1, 2018	M	11,453	—	A	27,989	D
Common Stock	Feb 1, 2018	F	4,513	$72.86	D	23,476	D
Common Stock	Feb 5, 2018	M	7,914	$8.39	A	31,390	D
Common Stock	Feb 5, 2018	M	4,445	$6.18	A	35,835	D
Common Stock	Feb 5, 2018	M	3,000	$13.70	A	38,835	D
Common Stock^F4	Feb 5, 2018	S	22,359	$69.2016	D	16,476	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 Units^F5,F6	—	Feb 1, 2018	M	3,070	D	—	—	Common Stock	3,070	70,611	D
Restricted Stock Units^F5,F7	—	Feb 1, 2018	M	11,453	D	—	—	Common Stock	11,453	34,359	D
Stock Options (Right to Buy)^F8	$8.39	Feb 5, 2018	M	7,914	D	—	Mar 12, 2023	Common Stock	7,914	0	D
Stock Options (Right to Buy)^F9	$6.18	Feb 5, 2018	M	4,445	D	—	Nov 16, 2022	Common Stock	4,445	1,000	D
Stock Options (Right to Buy)^F10	$13.70	Feb 5, 2018	M	3,000	D	—	Jan 28, 2024	Common Stock	3,000	37,000	D

Explanation of responses

F1One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
F10On 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.
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 $67.00 to $70.44, 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 February 9, 2017, the Reporting Person was granted 45,812 RSUs, 25% of which vested on February 1, 2018 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.
F8On August 8, 2013, the Reporting Person was granted 18,414 options, one-third of which vested on November 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.
F9On 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.