SEC Form 4 · accession 0001209191-18-017004

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 12, 2018

Accepted (ET)

Mar 5, 2018 · 8:58 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	3,070	—	A	18,546	D
Common Stock	Mar 1, 2018	F	1,361	$97.55	D	17,185	D
Common Stock^F1	Mar 1, 2018	M	954	—	A	18,139	D
Common Stock	Mar 1, 2018	F	423	$97.55	D	17,716	D
Common Stock	Mar 5, 2018	M	1,250	$13.70	A	18,966	D
Common Stock	Mar 5, 2018	S	2,500	$99.18	D	16,466	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	71,746	A	—	Feb 12, 2028	Common Stock	71,746	71,746	D
Restricted Stock Units^F5,F6	—	Feb 12, 2018	A	27,488	A	—	—	Common Stock	27,488	27,488	D
Restricted Stock Units^F5,F7	—	Mar 1, 2018	M	3,070	D	—	—	Common Stock	3,070	67,541	D
Restricted Stock Units^F5,F8	—	Mar 1, 2018	M	954	D	—	—	Common Stock	954	33,405	D
Stock Option (Right to Buy)^F9	$13.70	Mar 5, 2018	M	1,250	D	—	Jan 28, 2024	Common Stock	1,250	32,750	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 his 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 his continued status as a service provider.
F7On 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.
F8On 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.
F9On 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.