SEC Form 4 · accession 0001209191-18-027871
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
May 1, 2018
Accepted (ET)
May 3, 2018 · 6:45 pm EDT
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 | May 1, 2018 | M | 1,636 | — | A | 5,938 | D | |
| Common Stock | May 1, 2018 | F | 725 | $92.65 | D | 5,213 | D | |
| Common StockF4 | May 2, 2018 | S | 3,125 | $92.91 | D | 21,137 | I | By Maloney 2016 Exempt Trust |
| Common StockF4 | holding | — | — | — | 34,523 | I | By Matthew M. Maloney Revocable Trust | |
| Common StockF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | May 1, 2018 | M | 1,636 | D | — | — | Common Stock | 1,636 | 53,993 | 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 Mr. Maloney.
- F4Mr. 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.
- 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 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.