0001193125-15-016188.txt : 20150121 0001193125-15-016188.hdr.sgml : 20150121 20150121155559 ACCESSION NUMBER: 0001193125-15-016188 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150121 GROUP MEMBERS: BENJAMIN C. SPERO GROUP MEMBERS: BRION B. APPLEGATE GROUP MEMBERS: CHRISTOPHER T. MITCHELL GROUP MEMBERS: RANDY J. HENDERSON GROUP MEMBERS: SEA VI MANAGEMENT, LLC GROUP MEMBERS: SPECTRUM EQUITY ASSOCIATES VI, L.P. GROUP MEMBERS: SPECTRUM VI CO-INVESTMENT FUND, L.P. GROUP MEMBERS: SPECTRUM VI INVESTMENT MANAGERS FUND, L.P. GROUP MEMBERS: VICTOR E. PARKER, JR. GROUP MEMBERS: WILLIAM P. COLLATOS SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88392 FILM NUMBER: 15538619 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEI VI Chow AIV CENTRAL INDEX KEY: 0001602795 IRS NUMBER: 452259850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 415-464-4600 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d855816dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

GrubHub Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

400110102

(CUSIP Number)

April 9, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  1   

NAMES OF REPORTING PERSONS

 

SEI VI Chow AIV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

Page 2 of 16

  1   

NAMES OF REPORTING PERSONS

 

Spectrum Equity Associates VI, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

Page 3 of 16

  1   

NAMES OF REPORTING PERSONS

 

SEA VI Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

 

Page 4 of 16

  1   

NAMES OF REPORTING PERSONS

 

Spectrum VI Investment Managers’ Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

Page 5 of 16

  1   

NAMES OF REPORTING PERSONS

 

Spectrum VI Co-Investment Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

Page 6 of 16

  1   

NAMES OF REPORTING PERSONS

 

Brion B. Applegate

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

Page 7 of 16

  1   

NAMES OF REPORTING PERSONS

 

William P. Collatos

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

Page 8 of 16

  1   

NAMES OF REPORTING PERSONS

 

Randy J. Henderson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

Page 9 of 16

  1   

NAMES OF REPORTING PERSONS

 

Christopher T. Mitchell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

Page 10 of 16

  1   

NAMES OF REPORTING PERSONS

 

Victor E. Parker, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

Page 11 of 16

  1   

NAMES OF REPORTING PERSONS

 

Benjamin C. Spero

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,468,007

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,468,007

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,468,007

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

Page 12 of 16

Item 1(a). Name of Issuer: GrubHub Inc. (the “Issuer”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices: 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602.

 

Item 2(a). Names of Persons Filing: This statement is being filed by SEI VI Chow AIV, L.P., (“SEI VI”); Spectrum Equity Associates VI, L.P. (“SEA VI”), which is the sole general partner of SEI VI; Spectrum VI Investment Managers’ Fund, L.P. (“IMF VI”); Spectrum VI Co-Investment Fund, L.P. (“CO-IF VI”); SEA VI Management, LLC (“SEA VI Management” and, together with SEI VI, SEA VI, IMF VI and CO-IF VI, the “Fund VI Entities”), which is the sole general partner of SEA VI, the sole general partner of IMF VI and the sole general partner of CO-IF VI; Brion B. Applegate (“Applegate”), William P. Collatos (“Collatos”), Randy J. Henderson (“Henderson”), Christopher T. Mitchell (“Mitchell”), Victor E. Parker, Jr. (“Parker”) and Benjamin C. Spero (“Spero”, together with Applegate, Collatos, Henderson, Mitchell and Parker, the “Managers”). The Managers are the individual managing directors of SEA VI Management. The persons and entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of Collatos, and Mitchell is Spectrum Equity Investors, One International Place, 35th Floor, Boston, MA 02110. The address of the principal business office of SEI VI, SEA VI, IMF VI, CO-IF VI, SEA VI Management, Applegate, Henderson, Parker and Spero is Spectrum Equity Investors, 140 New Montgomery, 20th Floor, San Francisco, CA 94105.

 

Item 2(c). Citizenship: Each of SEI VI, IMF VI, CO-IF VI and SEA VI is a limited partnership organized under the laws of the State of Delaware. SEA VI Management is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States of America citizen.

 

Item 2(d). Title of Class of Securities: Common Stock, $ 0.0001 par value (“Common Stock”).

 

Item 2(e). CUSIP Number: 400110102

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

 

  (a) SEI VI is the record owner of 5,452,697 shares of Common Stock as of December 31, 2014 (the “SEI VI Shares”). As the sole general partner of SEI VI, SEA VI may be deemed to own beneficially the SEI VI Shares. IMF VI is the record owner of 13,179 shares of Common Stock as of December 31, 2014 (the “IMF VI Shares”). CO-IF VI is the record owner of 2,131 shares of Common Stock as of December 31, 2014 (the “CO-IF VI Shares” and, together with the SEI VI Shares and IMF VI Shares, the “Fund VI Shares”). As the sole general partner of SEA VI, the sole general partner of IMF VI and the sole general partner of CO-IF VI, SEA VI Management may be deemed to own beneficially the Fund VI Shares. As the individual managing directors of SEA VI Management, each of the Managers may also be deemed to own beneficially the Fund VI Shares. By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of the Fund VI Entities may be deemed to share the power to direct the disposition and vote of the Fund VI Shares for an aggregate of 5,468,007 shares.

 

Page 13 of 16

  (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 81,525,072 shares of Common Stock reported by the Issuer to be outstanding as of October 31, 2014.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: See Line 5 of cover sheets.

 

  (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets.

 

  (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

 

  (iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary

Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).

 

Page 14 of 16

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 21, 2015

 

SEI VI Chow AIV, L.P.
By:   Spectrum Equity Associates VI, L.P.
  its general partner
  By:   SEA VI Management, LLC
    its general partner
    By:  

*

      Randy J. Henderson
      Managing Director
Spectrum Equity Associates VI, L.P.
By:   SEA VI Management, LLC
  its general partner
    By:  

*

      Randy J. Henderson
      Managing Director
SEA VI Management, LLC
By:  

*

  Randy J. Henderson
  Managing Director
Spectrum VI Investment Managers’ Fund, L.P.
By:   SEA VI Management, LLC
  its general partner
    By:  

*

      Randy J. Henderson
      Managing Director

*

Brion B. Applegate

*

William P. Collatos

 

Page 15 of 16

*

Randy J. Henderson

*

Christopher T. Mitchell

*

Victor E. Parker, Jr.

*

Benjamin C. Spero

 

*By:  

/s/ Randy J. Henderson

  Randy J. Henderson
  As attorney-in-fact

This Schedule 13G was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, copies of which are attached as Exhibit 2.

 

Page 16 of 16

EX-99.1 2 d855816dex991.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of GrubHub Inc.

EXECUTED this 21st day of January, 2015.

 

SEI VI Chow AIV, L.P.
By:   Spectrum Equity Associates VI, L.P.
  its general partner
  By:   SEA VI Management, LLC
    its general partner
  By:   *
    Randy J. Henderson
    Managing Director
Spectrum Equity Associates VI, L.P.
By:   SEA VI Management, LLC
    its general partner
  By:   *
    Randy J. Henderson
    Managing Director
SEA VI Management, LLC
By:   *
  Randy J. Henderson
  Managing Director
Spectrum VI Investment Managers’ Fund, L.P.
By:   SEA VI Management, LLC
  its general partner
  By:   *
    Randy J. Henderson
    Managing Director

*
Brion B. Applegate
*
William P. Collatos
*
Randy J. Henderson
*
Christopher T. Mitchell
*
Victor E. Parker, Jr.
*
Benjamin C. Spero

 

*By:   /s/ Randy J. Henderson
  Randy J. Henderson
  As attorney-in-fact

This Agreement was executed by Randy J. Henderson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

 

Page 2 of 2

EX-99.2 3 d855816dex992.htm EXHIBIT 99.2 Exhibit 99.2

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Brion B. Applegate, William P. Collatos and Randy J. Henderson, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 17th day of February, 2009.

 

/s/ Brion B. Applegate
Brion B. Applegate
/s/ William P. Collatos
William P. Collatos
/s/ Benjamin M. Coughlin
Benjamin M. Coughlin
/s/ Randy J. Henderson
Randy J. Henderson
/s/ Michael J. Kennealy
Michael J. Kennealy
/s/ Kevin J. Maroni
Kevin J. Maroni
/s/ Christopher T. Mitchell
Christopher T. Mitchell
/s/ Victor E. Parker, Jr.
Victor E. Parker, Jr.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Randy J. Henderson, Christopher T. Mitchell and Victor E. Parker, Jr., and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 20th day of January, 2015.

 

/s/ Benjamin C. Spero
Benjamin C. Spero

 

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