X0306 4 2018-02-12 0 0001594109 GrubHub Inc. GRUB 0001393867 DeWitt Adam C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 0 1 0 0 President, CFO and Treasurer Common Stock 2018-03-01 4 M 0 3070 A 18546 D Common Stock 2018-03-01 4 F 0 1361 97.55 D 17185 D Common Stock 2018-03-01 4 M 0 954 A 18139 D Common Stock 2018-03-01 4 F 0 423 97.55 D 17716 D Common Stock 2018-03-05 4 M 0 1250 13.70 A 18966 D Common Stock 2018-03-05 4 S 0 2500 99.18 D 16466 D Stock Option (Right to Buy) 86.70 2018-02-12 4 A 0 71746 0.00 A 2028-02-12 Common Stock 71746 71746 D Restricted Stock Units 2018-02-12 4 A 0 27488 0.00 A Common Stock 27488 27488 D Restricted Stock Units 2018-03-01 4 M 0 3070 0.00 D Common Stock 3070 67541 D Restricted Stock Units 2018-03-01 4 M 0 954 0.00 D Common Stock 954 33405 D Stock Option (Right to Buy) 13.70 2018-03-05 4 M 0 1250 0.00 D 2024-01-28 Common Stock 1250 32750 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The option will vest and become exercisable as to 25% of the underlying shares on February 1, 2019 and will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to his 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. The RSUs will vest as to 25% on February 1, 2019 and will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider. On December 31, 2015, the Reporting Person was granted 147,360 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider. On February 9, 2017, the Reporting Person was granted 45,812 RSUs, 25% of which vested on February 1, 2018 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider. On January 28, 2014, the Reporting Person was granted 100,000 options, 25% of which vested on February 1, 2016 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider. /s/ Adam DeWitt 2018-03-05