SEC Form 4 · accession 0001209191-18-061059
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
Dec 1, 2018
Accepted (ET)
Dec 4, 2018 · 7:09 pm EST
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,F2 | Dec 1, 2018 | M | 1,636 | — | A | 1,636 | D | |
| Common Stock | Dec 1, 2018 | F | 725 | $78.29 | D | 911 | D | |
| Common StockF4,F5 | holding | — | — | — | 28,809 | 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 | — | Dec 1, 2018 | M | 1,636 | D | — | — | Common Stock | 1,636 | 42,540 | D |
Explanation of responses
- F1One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
- F2The number of shares reported as beneficially owned directly by Mr. Maloney immediately following this transaction has been adjusted to reflect the transfer by Mr. Maloney on November 29, 2018 of 10,679 shares of common stock directly owned by him to the Matthew M. Maloney Revocable Trust.
- F3Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.
- F4The number of shares reported as beneficially owned by the Matthew M. Maloney Revocable Trust has been adjusted to reflect the transfer by Mr. Maloney on November 29, 2018 of 10,679 shares of common stock directly owned by him to the Matthew M. Maloney Revocable Trust.
- 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.