0001209191-14-027119.txt : 20140411 0001209191-14-027119.hdr.sgml : 20140411 20140411105138 ACCESSION NUMBER: 0001209191-14-027119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140409 FILED AS OF DATE: 20140411 DATE AS OF CHANGE: 20140411 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GrubHub Inc. CENTRAL INDEX KEY: 0001594109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 462908664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-527-7672 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Grubhub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Seamless Inc. DATE OF NAME CHANGE: 20131212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spero Benjamin C. CENTRAL INDEX KEY: 0001472386 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36389 FILM NUMBER: 14759021 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-04-09 0 0001594109 GrubHub Inc. GRUB 0001472386 Spero Benjamin C. C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 1 0 1 0 Common Stock 2014-04-09 4 C 0 8948546 A 8948546 I See Footnotes Common Stock 2014-04-09 4 S 0 1342282 24.18 D 7606264 I See Footnotes Series A Convertible Preferred Stock 2014-04-09 4 C 0 8948546 0.00 D Common Stock 8948546 0 I See Footnotes The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into GrubHub Inc. Common Stock on a one-for-one basis and automatically converts immediately prior to the closing of a qualified initial public offering and has no expiration date. GrubHub Inc. (the "Issuer") closed its initial public offering on April 9, 2014 (the "IPO"). The Series A Convertible Preferred Stock of the Issuerthat converted into shares of Common Stock of the Issuer in connection with the IPO is held directly by entities affiliated with Spectrum Equity as follows: (i) 8,923,490 shares held by SEI VI Chow AIV, L.P. ("SEI VI"), the general partner of which is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, (ii) 21,566 shares held by Spectrum VI Investment Managers' Fund, L.P. ("IMF VI"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, and (Continued from Footnote 2). (iii) 3,490 shares held by Spectrum VI Co-Investment Fund, L.P. ("CIF VI" and together with SEI VI and IMF VI, the "Spectrum Funds"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power. Mr. Benjamin C. Spero, a reporting person and director of the Issuer, exercises voting and dispositive power over the Spectrum Funds and and may be deemed to have shared voting and investment power over the shares held by the entities affiliated with Spectrum Equity. Mr. Spero disclaims beneficial ownership of these shares except to the extent of his pecuinary interest in the shares. Mr. Spero does not directly own any shares of common stock of the Issuer. The sale of the Common Stock by the Spectrum Funds in the IPO occurred as follows: (i) 1,338,523 shares were sold by SEI VI; (ii) 3,235 shares were sold by IMF VI; and (iii) 524 shares were sold by CIF VI. /s/ Benjamin C. Spero 2014-04-11