SEC Form 4 · accession 0001209191-18-017022
GrubHub Inc. · GRUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew M. Maloney
Officer — CEO · Director
Period of report
Feb 12, 2018
Accepted (ET)
Mar 5, 2018 · 9:07 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 | Mar 1, 2018 | M | 1,636 | — | A | 4,116 | D | |
| Common Stock | Mar 1, 2018 | F | 725 | $97.55 | D | 3,391 | D | |
| Common StockF3 | holding | — | — | — | 30,512 | I | By Maloney 2016 Exempt Trust | |
| Common StockF3 | holding | — | — | — | 34,523 | I | By Matthew M. Maloney Revocable Trust | |
| Common StockF3 | holding | — | — | — | 31,272 | I | By Holly R. Maloney Revocable Trust |
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 | 125,556 | A | — | Feb 12, 2028 | Common Stock | 125,556 | 125,556 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 12, 2018 | A | 48,104 | A | — | — | Common Stock | 48,104 | 48,104 | D |
| Restricted Stock UnitsF5,F7 | — | Mar 1, 2018 | M | 1,636 | D | — | — | Common Stock | 1,636 | 57,265 | 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.
- F3Mr. Maloney disclaims beneficial ownership of these securities except to the extent of his interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
- 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 February 9, 2017, Mr. Maloney was granted 78,534 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.