SEC Form 4 · accession 0001209191-18-049731
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
Sep 1, 2018
Accepted (ET)
Sep 5, 2018 · 9:00 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 | Sep 1, 2018 | M | 1,636 | — | A | 9,582 | D | |
| Common Stock | Sep 1, 2018 | F | 725 | $144.11 | D | 8,857 | D | |
| Common StockF4,F5 | Sep 5, 2018 | S | 3,125 | $140.8046 | D | 27,505 | I | By Matthew M. Maloney Revocable Trust |
| Common StockF5 | 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 UnitsF6,F7 | — | Sep 1, 2018 | M | 1,636 | D | — | — | Common Stock | 1,636 | 47,448 | 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.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $137.67 to $143.94, inclusive. Mr. Maloney 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.
- F5Mr. 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.
- F6Each RSU represents a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.
- 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.