SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Maloney Matthew M.

(Last)

(First)

(Middle)

C/O GRUBHUB INC.

111 W. WASHINGTON STREET, SUITE 2100

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2014

3. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	847,741	I	Matthew M. Maloney Revocable Trust⁽¹⁾
Common Stock	847,741	I	Maloney Children's 2014 Exempt Trust⁽²⁾
Common Stock	847,741	I	Holly R. Maloney Revocable Trust⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁴⁾	01/27/2024	Common Stock	225,000	$13.7	D
Stock Option (right to buy)	⁽⁵⁾	03/12/2023	Common Stock	36,178	$8.4	D
Stock Option (right to buy)	⁽⁶⁾	01/28/2023	Common Stock	50,599	$8.4	D
Stock Option (right to buy)	⁽⁷⁾	11/16/2022	Common Stock	32,090	$6.18	D
Stock Option (right to buy)	⁽⁸⁾	04/23/2022	Common Stock	202,560	$2	D
Stock Option (right to buy)	⁽⁹⁾	07/26/2022	Common Stock	32,090	$5.06	D

Explanation of Responses:

1. These shares were directly beneficially owned, but were contributed to a grantor retained revocable trust on December 20, 2013.

2. 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 purposes of Section 16 or for any other purpose.

3. 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 purposes of Section 16 or for any other purpose.

4. On February 1, 2016, the option will become exercisable as to 56,250 shares. On the first calendar day of each month for 36 consecutive months beginning on March 1, 2016, the option will vest as to 1/48 of the outstanding shares under the option. Vesting is subject to Mr. Maloney's continued status as an employee.

5. On the first calendar day of each month for three consecutive months beginning November 1, 2016, one-third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.

6. If a public offering occurs and the reporting person has been contiuously employed with GrubHub Inc. through the date of the public offering, then the option will become exercisable as to 50,599 shares.

7. On the first calendar day of each month for three consecutive months beginning on August 1, 2016, one third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.

8. On the first calendar day of each month beginning on May 1, 2013 through April 1, 2014, 1,239.16 shares under the option vested. On the first calendar day of each month beginning May 1, 2014 through January 1, 2015, 3,027.31 shares under the option will vest. On the first calendar day of each month beginning February 1, 2015 through March 1, 2016, 10,696.52 shares under the option will vest. On April 1, 2016, 10,692.98 shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.

9. On the first calendar day of each month for three consecutive months beginning May 1, 2016, one-third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.

Remarks:

Chief Executive Officer and Director

	/s/ Margo Drucker as Attorney-in-Fact for Matthew Maloney	04/02/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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