X0306 4 2017-01-09 0 0001594109 GrubHub Inc. GRUB 0001393867 DeWitt Adam C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 10018 0 1 0 0 CFO and Treasurer Common Stock 2017-01-09 4 M 0 5000 1.99 A 29223 D Common Stock 2017-01-09 4 S 0 5000 36.5465 D 24223 D Stock Option (Right to Buy) 1.99 2017-01-09 4 M 0 5000 0.00 D 2022-04-23 Common Stock 5000 10812 D The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.315 to $36.79, inclusive. The reporting person undertakes to provide Grubhub Inc., any security holder of Grubhub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. This option is fully vested and exercisable. /s/ Adam DeWitt 2017-01-11