SEC Form 4 · accession 0001209191-18-016998

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

Feb 12, 2018

Accepted (ET)

Mar 5, 2018 · 8:50 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	Mar 1, 2018	M	857	—	A	857	D
Common Stock	Mar 1, 2018	F	457	$97.55	D	400	D
Common Stock^F1	Mar 1, 2018	M	464	—	A	864	D
Common Stock	Mar 1, 2018	F	247	$97.55	D	617	D
Common Stock	Mar 1, 2018	M	1,266	$24.20	A	1,883	D
Common Stock	Mar 1, 2018	S	1,266	$99.37	D	617	D
Common Stock	Mar 5, 2018	S	400	$99.18	D	217	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)^F4	$86.70	Feb 12, 2018	A	35,873	A	—	Feb 12, 2028	Common Stock	35,873	35,873	D
Restricted Stock Units^F5,F6	—	Feb 12, 2018	A	13,744	A	—	—	Common Stock	13,744	13,744	D
Restricted Stock Units^F5,F7	—	Mar 1, 2018	M	857	D	—	—	Common Stock	857	18,855	D
Restricted Stock Units^F5,F8	—	Mar 1, 2018	M	464	D	—	—	Common Stock	464	16,225	D
Stock Option (Right to Buy)^F9	$24.20	Mar 1, 2018	M	1,266	D	—	Dec 31, 2025	Common Stock	1,266	27,859	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.
F3These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F4The option will vest and become exercisable as to 25% of the underlying shares on February 1, 2019 and will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to her continued status as a service provider.
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 will vest as to 25% on February 1, 2019 and will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to her continued status as a service provider.
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 vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to her continued status as a service provider.
F8On February 9, 2017, the Reporting Person was granted 22,251 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 her continued status as a service provider.
F9On December 31, 2015, the Reporting Person was granted the net of 60,786 options, 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 her continued status as a service provider.