X0306 4 2018-08-24 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 2018-08-24 4 M 0 186 A 1853 D Common Stock 16290 I By Spiral I Irrevocable Trust of 2014 Common Stock 16291 I By Spiral V Irrevocable Trust of 2014 Restricted Stock Units 2018-08-24 4 M 0 186 0.00 D Common Stock 186 559 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). 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 24, 2018, the Reporting Person was granted 745 RSUs, which have vested or will vest in equal amounts for the four consecutive quarters beginning on August 24, 2018, subject to the Reporting Person's continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Brian P. McAndrews 2018-08-28