SEC Form 4 · accession 0001209191-18-049735

GrubHub Inc. · GRUB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stanley Chia

Officer — Chief Operating Officer

Period of report

Sep 1, 2018

Accepted (ET)

Sep 5, 2018 · 9:04 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
Common Stock^F1	Sep 1, 2018	M	1,215	—	A	2,194	D
Common Stock	Sep 1, 2018	F	539	$144.11	D	1,655	D
Common Stock^F1	Sep 1, 2018	M	546	—	A	2,201	D
Common Stock	Sep 1, 2018	F	242	$144.11	D	1,959	D
Common Stock	Sep 4, 2018	M	1,168	$39.70	A	3,127	D
Common Stock	Sep 4, 2018	M	1,380	$38.20	A	4,507	D
Common Stock	Sep 4, 2018	S	2,548	$144.00	D	1,959	D
Common Stock	Sep 5, 2018	S	980	$143.20	D	979	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4,F5	—	Sep 1, 2018	M	1,215	D	—	—	Common Stock	1,215	19,444	D
Restricted Stock Units^F4,F6	—	Sep 1, 2018	M	546	D	—	—	Common Stock	546	15,816	D
Stock Option (Right to Buy)^F7	$39.70	Sep 4, 2018	M	1,168	D	—	May 12, 2025	Common Stock	1,168	9,343	D
Stock Option (Right to Buy)^F8	$38.20	Sep 4, 2018	M	1,380	D	—	Feb 9, 2027	Common Stock	1,380	41,401	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.
F3The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F4Each RSU represents a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.
F5On December 31, 2015, the Reporting Person was granted 58,330 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.
F6On February 9, 2017, the Reporting Person was granted 26,178 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.
F7On May 12, 2015, the Reporting Person was granted 28,027 options, which vested or will vest in equal amounts on the first calendar day of each month for the 24 consecutive months beginning on May 1, 2017, subject to his continued status as a service provider.
F8On February 9, 2017, the Reporting Person was granted 66,241 options, 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.