X0306 4 2018-03-11 0 0001594109 GrubHub Inc. GRUB 0001315224 Fisher David C/O GRUBHUB INC. 111 W. WASHINGTON ST., SUITE 2100 CHICAGO IL 60602 1 0 0 0 Common Stock 2018-03-11 4 M 0 139 A 1389 D Restricted Stock Units 2018-03-11 4 M 0 139 0.00 D Common Stock 139 278 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). 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 has 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 David Fisher 2018-03-13