SEC Form 4 · accession 0001209191-18-054127

GrubHub Inc. · GRUB

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

Reporting owner

Margo Drucker

Officer — SVP, Secretary, Gen Counsel

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 6:53 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	Oct 1, 2018	M	791	—	A	891	D
Common Stock	Oct 1, 2018	F	388	$137.38	D	503	D
Common Stock^F1	Oct 1, 2018	M	327	—	A	830	D
Common Stock	Oct 1, 2018	F	161	$137.38	D	669	D
Common Stock	Oct 1, 2018	M	1,055	$13.70	A	1,724	D
Common Stock	Oct 1, 2018	M	184	$24.20	A	1,908	D
Common Stock	Oct 1, 2018	S	1,239	$138.90	D	669	D
Common Stock	Oct 3, 2018	S	403	$136.78	D	266	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	—	Oct 1, 2018	M	791	D	—	—	Common Stock	791	11,876	D
Restricted Stock Units^F4,F6	—	Oct 1, 2018	M	327	D	—	—	Common Stock	327	9,163	D
Stock Option (Right to Buy)^F7	$13.70	Oct 1, 2018	M	1,055	D	—	Jan 28, 2024	Common Stock	1,055	4,216	D
Stock Option (Right to Buy)^F8	$24.20	Oct 1, 2018	M	184	D	—	Dec 31, 2025	Common Stock	184	2,750	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.
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 38,000 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 her continued status as a service provider.
F6On February 9, 2017, the Reporting Person was granted 15,707 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 her continued status as a service provider.
F7On January 28, 2014, the Reporting Person was granted 50,600 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 her continued status as a service provider.
F8On December 31, 2015, the Reporting Person was granted 8,799 options, 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 her continued status as a service provider.