SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCANDREWS BRIAN P

(Last) (First) (Middle)
C/O GRUBHUB INC.
111 W. WASHINGTON ST., STE 2100

(Street)
CHICAGO IL 60602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2020 M 6,061 A $35.31 30,503 D
Common Stock 11/03/2020 M 5,834 A $40.22 36,337 D
Common Stock 11/03/2020 M 8,293 A $24.85 44,630 D
Common Stock 11/03/2020 M 4,340 A $45 48,970 D
Common Stock 11/03/2020 M 4,007 A $66.59 52,977 D
Common Stock 11/03/2020 M 1,241 A $57.43 54,218 D
Common Stock 11/03/2020 S 31,632 D $74.1934(1) 22,586 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $35.31 11/03/2020 M 6,061 (2) 04/09/2024 Common Stock 6,061 $0.00 0 D
Stock Option (Right to Buy) $40.22 11/03/2020 M 5,834 (3) 05/20/2025 Common Stock 5,834 $0.00 0 D
Stock Option (Right to Buy) $24.85 11/03/2020 M 8,293 (4) 05/11/2026 Common Stock 8,293 $0.00 0 D
Stock Option (Right to Buy) $45 11/03/2020 M 4,340 (5) 05/11/2027 Common Stock 4,340 $0.00 0 D
Stock Option (Right to Buy) $66.59 11/03/2020 M 4,007 (6) 05/21/2029 Common Stock 4,007 $0.00 0 D
Stock Option (Right to Buy) $57.43 11/03/2020 M 1,241 (7) 05/19/2030 Common Stock 1,241 $0.00 3,726 D
Explanation of Responses:
1. The prices reported in Column 4 are weighted average prices. The shares were sold on November 3, 2020 in multiple transactions at prices ranging from $73.68 to $74.64, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
2. On April 9, 2014, the Reporting Person was granted 6,061 options, which vested in equal amounts, beginning on May 9, 2014, on the ninth calendar day of the month for the 12 consecutive months thereafter.
3. On May 20, 2015, the Reporting Person was granted 5,834 options, which vested in equal amounts, beginning on June 20, 2015, on the twentieth calendar day of the month for the 12 consecutive months thereafter.
4. On May 11, 2016, the Reporting Person was granted 8,293 options, which vested in equal amounts, beginning on June 11, 2016, on the eleventh calendar day of the month for the 12 consecutive months thereafter.
5. On May 11, 2017, the Reporting Person was granted 4,340 options, which vested in equal amounts, beginning on June 11, 2017, on the eleventh calendar day of the month for the 12 consecutive months thereafter.
6. On May 21, 2019, the Reporting Person was granted 4,007 options, which vested in equal amounts for the four consecutive quarters beginning on August 21, 2019.
7. On May 19, 2020, the Reporting Person was granted 4,967 options, which vested in equal amounts for the four consecutive quarters beginning on August 19, 2020, subject to his continued status as a service provider.
Remarks:
/s/ Margo Drucker, as Attorney-in-Fact for Brian P. McAndrews 11/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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