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