X0306 4 2020-05-19 0 0001594109 GrubHub Inc. GRUB 0001326409 Habiger David C C/O GRUBHUB INC. 111 W. WASHINGTON ST., SUITE 2100 CHICAGO IL 60602 1 0 0 0 Common Stock 2020-05-21 4 M 0 373 A 2236 D Stock Option (Right to Buy) 57.43 2020-05-19 4 A 0 4967 0.00 A 2030-05-19 Common Stock 4967 4967 D Restricted Stock Units 2020-05-19 4 A 0 2157 0.00 A Common Stock 2157 2157 D Restricted Stock Units 2020-05-21 4 M 0 373 0.00 D Common Stock 373 0 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). The option or restricted stock unit ("RSU") will vest in equal amounts for the four consecutive quarters beginning on August 19, 2020, subject to the Reporting Person's continued status as a service provider. 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 21, 2019, the Reporting Person was granted 1,491 RSUs which vested in equal amounts for the four consecutive quarters beginning on August 21, 2019. /s/ Margo Drucker, as Attorney-in-Fact for David Habiger 2020-05-21