X0306 4 2018-02-11 0 0001594109 GrubHub Inc. GRUB 0001193074 MCANDREWS BRIAN P C/O GRUBHUB INC. 111 W. WASHINGTON ST., STE 2100 CHICAGO IL 60602 1 0 0 0 Common Stock 2018-02-11 4 M 0 139 A 1250 D Common Stock 2018-02-12 4 S 0 8150 88.2709 D 16290 I By Spiral I Irrevocable Trust of 2014 Common Stock 2018-02-12 4 S 0 8150 88.2709 D 16291 I By Spiral V Irrevocable Trust of 2014 Restricted Stock Units 2018-02-11 4 M 0 139 0.00 D Common Stock 139 417 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). The prices reported in Column 4 are weighted average prices. The shares were sold in multiple transactions at prices ranging from $88.23 to $88.29, 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. 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 the reported shares for purposes of Section 16 or for any other purpose. Each RSU represents a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value. On May 11, 2017, the Reporting Person was granted 1,667 RSUs, which vested or will vest in equal amounts on the 11th calendar day of each month for the 12 consecutive months beginning on June 11, 2017, subject to his continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Brian P. McAndrews 2018-02-13