Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-15-019664
Date:2015-02-27
Issuer: GRUBHUB INC. (GRUB)
Original Submission Date:

Reporting Person:

MALONEY MATTHEW M.
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL 60602

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2015-02-27 M 1,649 a $1.99 1,649 direct
COMMON STOCK 2015-02-27 S 1,649 d $41.75 0 direct
COMMON STOCK 2015-02-27 S 1,649 d $41.75 420,548 indirect
COMMON STOCK 2015-02-27 S 7,993 d $41.75 999,171 indirect f2
COMMON STOCK 2015-02-27 S 3,200 d $41.75 400,046 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 1.99 2015-02-27 deemed execution date M 1,649 (d) 2022-04-23 common stock 1,649 $1.99 194,315 direct
Footnotes
IDfootnote
f1 each of the transactions reported on this form 4 was effected pursuant to a rule 10b5-1 trading plan adopted by either the reporting person, in his personal capacity or as trustee of the matthew m. maloney revocable trust, or the trustee of the maloney children's 2014 revocable trust, or the trustee of the holly r. maloney revocable trust, as applicable.
f2 the reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purpose of section 16 or for any other purpose.
f3 the option is currently exercisable as to 44,567 shares. the remaining shares under the option will vest on the first calendar day of each month through april 1, 2016. from march 1, 2015 through march 1, 2016, the option will vest monthly as to 10,696 shares. on april 1, 2016, the option will vest as to 10,693 shares. vesting is subject to mr. maloney's continued status as an employee.
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