SEC Form 4 · accession 0001209191-18-054129

GrubHub Inc. · GRUB

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

Reporting owner

Maria Belousova

Officer — Chief Technology Officer

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 6:57 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	857	—	A	857	D
Common Stock	Oct 1, 2018	F	457	$137.38	D	400	D
Common Stock^F1	Oct 1, 2018	M	464	—	A	864	D
Common Stock	Oct 1, 2018	F	247	$137.38	D	617	D
Common Stock	Oct 1, 2018	M	1,267	$24.20	A	1,884	D
Common Stock	Oct 1, 2018	M	312	$34.43	A	2,196	D
Common Stock	Oct 1, 2018	M	1,173	$38.20	A	3,369	D
Common Stock	Oct 1, 2018	S	2,752	$138.90	D	617	D
Common Stock	Oct 3, 2018	S	617	$136.78	D	0	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	857	D	—	—	Common Stock	857	12,856	D
Restricted Stock Units^F4,F6	—	Oct 1, 2018	M	464	D	—	—	Common Stock	464	12,980	D
Stock Option (Right to Buy)^F7	$24.20	Oct 1, 2018	M	1,267	D	—	Dec 31, 2025	Common Stock	1,267	18,994	D
Stock Option (Right to Buy)^F8	$34.43	Oct 1, 2018	M	312	D	—	Jan 30, 2025	Common Stock	312	1,251	D
Stock Option (Right to Buy)^F9	$38.20	Oct 1, 2018	M	1,173	D	—	Feb 9, 2027	Common Stock	1,173	32,845	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 January 8, 2016, the Reporting Person was granted 41,138 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 22,251 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 December 31, 2015, the Reporting Person was granted the net of 60,786 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.
F8On January 30, 2015, the Reporting Person was granted 15,000 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.
F9On February 9, 2017, the Reporting Person was granted 56,305 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 her continued status as a service provider.